What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 251 added, 232 removed, 602 unchanged (45% of the section changed)

4 unchanged sentences

(In Thousands, Except Shares)

September 30,

Current assets:

37 unchanged sentences

Retained earnings

Accumulated other comprehensive income

Accumulated other comprehensive (loss)

Total Rush Enterprises, Inc.

9 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

New and used commercial vehicle sales

10 unchanged sentences

Depreciation and amortization expense

Gain (loss) on sale of assets

Gain (loss) on disposition of assets

Operating income

Other (expense) income

Other income (expense)

Interest expense, net

13 unchanged sentences

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30,

Nine Months Ended

September 30,

Other comprehensive income (loss), net of tax:

9 unchanged sentences

(In Thousands)

Comprehensive

Rush Enterprises,

Shareholders’

Comprehensive Income

Rush Enterprises, Shareholders’

Non-controlling

Shareholders’

Income (Loss)

Class A Class B

Balance, December 31, 2024

17 unchanged sentences

Balance, June 30, 2025

Stock options exercised and stock awards

Stock-based compensation related to stock options, restricted shares and employee stock purchase plan

Issuance of common stock under employee stock purchase plan

Common stock repurchases

Cash dividends declared on Class A common stock

Cash dividends declared on Class B common stock

Foreign currency translation adjustment

Balance, September 30, 2025

RUSH ENTERPRISES, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY (continued)

(In Thousands)

Comprehensive

Rush Enterprises,

Shareholders’

Rush Enterprises, Shareholders’

Non-controlling

Shareholders’

Class A Class B

Income (Loss)

18 unchanged sentences

Balance, June 30, 2024

Stock options exercised and stock awards

Stock-based compensation related to stock options, restricted shares and employee stock purchase plan

Issuance of common stock under employee stock purchase plan

Common stock repurchases

Cash dividends declared on Class A common stock

Cash dividends declared on Class B common stock

Foreign currency translation adjustment

Balance, September 30, 2024

The accompanying notes are an integral part of these consolidated financial statements.

3 unchanged sentences

(In Thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

1 unchanged sentence

Depreciation and amortization

Gain on sale of property and equipment, net

Stock-based compensation expense related to employee equity awards and employee stock purchases

Deferred income tax expense

Change in accounts and notes receivable, net

Gain on sale of property and equipment

Stock-based compensation expense related to stock options and employee stock purchases

Provision for deferred income tax expense

Change in accounts receivable, net

Change in inventories, net

11 unchanged sentences

Cash flows from financing activities:

Draws on floor plan notes payable – non-trade, net

Draws (repayments) on floor plan notes payable – non-trade, net

Proceeds from long-term debt

1 unchanged sentence

Principal payments on finance lease obligations

Proceeds from issuance of shares relating to equity awards and employee stock purchases

Proceeds from employee stock options and stock purchases

Taxes paid related to net share settlement of equity awards

1 unchanged sentence

Common stock repurchased

Net cash provided by financing activities

Net decrease in cash, cash equivalents and restricted cash

Net cash provided (used in) by financing activities

Net increase(decrease) in cash, cash equivalents and restricted cash

Effect of exchange rate on cash

4 unchanged sentences

Income taxes, net of refunds

Noncash activities:

Noncash investing and financing activities:

Assets acquired under finance leases

4 unchanged sentences

1 – Principles of Consolidation and Basis of Presentation

The interim consolidated financial statements included herein have been prepared by Rush Enterprises, Inc.

The unaudited interim consolidated financial statements included herein have been prepared by Rush Enterprises, Inc.

and its subsidiaries (collectively referred to as the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

5 unchanged sentences

Restricted Cash

Restricted cash consists of deposits for the statutory restriction on cash related to the Company’s captive insurance company of $ 5.1 million as of June 30, 2025.

Restricted cash consists of deposits for the statutory restriction on cash related to the Company’s captive insurance company of $ 5.7 million as of September 30, 2025.

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiary, Rush Truck Centres of Canada Limited (“RTC Canada”), is the local currency, the Canadian dollar.

Results of operations for RTC Canada are translated to USD using the average exchange rate on a monthly basis during each quarter.

Results of operations for RTC Canada are translated to USD using the average monthly exchange rate during each quarter.

The assets and liabilities of RTC Canada are translated into USD using the exchange rate in effect on the balance sheet date.

4 unchanged sentences

However, an uninsured or partially insured claim, or claim for which indemnification is not available, could have a material adverse effect on the Company’s financial condition or results of operations.

As of June 30, 2025, the Company believes that there are no pending claims or litigation, individually or in the aggregate, that are reasonably likely to have a material adverse effect on its financial position or results of operations.

As of September 30, 2025, the Company believes that there are no pending claims or litigation, individually or in the aggregate, that are reasonably possible to have a material adverse effect on its financial position or results of operations.

However, due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s financial condition or results of operations for the fiscal period in which such resolution occurred.

3 – Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share information):

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Numerator for basic and diluted earnings per share – Net income available to common shareholders

Denominator for basic earnings per share – weighted average shares outstanding

Effect of dilutive securities– Employee stock options and restricted stock awards

Effect of dilutive securities– Employee and director stock options and restricted share awards

Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions

1 unchanged sentence

Diluted earnings per common share and common share equivalents

Options to purchase shares of common stock that were outstanding for the three months and six months ended June 30, 2025, and 2024, that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive, are as follows (in thousands):

Options to purchase shares of common stock that were outstanding for the three months and nine months ended September 30, 2025 and 2024 that were not included in the computation of diluted earnings per share because the effect would have been anti-dilutive are as follows (in thousands):

Three Months Ended

Six Months Ended

Weighted average anti-dilutive stock options

September 30,

Nine Months Ended

September 30,

Weighted average anti-dilutive options

4 – Stock Options and Restricted Stock Awards

1 unchanged sentence

The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors, including employee stock options, restricted stock awards and employee stock purchases related to the Employee Stock Purchase Plan, based on estimated fair values.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options and grant price for restricted stock awards and included in selling, general and administrative expense, was $ 7.2 million for the three months ended June 30, 2025, and $ 5.5 million for the three months ended June 30, 2024.

Stock-based compensation expense, included in selling, general and administrative expense, was $ 22.0 million for the six months ended June 30, 2025, and was $ 19.6 million for the six months ended June 30, 2024.

As of June 30, 2025, the Company had $ 17.1 million of unrecognized compensation cost related to non-vested employee stock options to be recognized over a weighted-average period of 2.4 years and $ 20.1 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.4 years.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options and grant price for restricted stock awards included in selling, general and administrative expense, was $ 4.8 million for the three months ended September 30, 2025, and $ 5.3 million for the three months ended September 30, 2024.

Stock-based compensation expense included in selling, general and administrative expense, was $ 26.8 million for the nine months ended September 30, 2025, and $ 24.9 million for the nine months ended September 30, 2024.

As of September 30, 2025, the Company had $ 15.2 million of unrecognized compensation expense related to non-vested employee stock options to be recognized over a weighted-average period of 2.3 years and $ 16.7 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.4 years.

5 – Financial Instruments and Fair Value

1 unchanged sentence

Financial instruments consist primarily of cash, accounts receivable, accounts payable and floor plan notes payable.

The carrying values of the Company’s financial instruments approximate fair value due either to their short-term nature or existence of variable interest rates, which approximate market rates.

Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of June 30, 2025, and December 31, 2024.

The carrying values of the Company’s financial instruments approximate fair value due to their short-term nature or the existence of variable interest rates, which approximate market rates.

Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of September 30, 2025, and December 31, 2024.

The carrying value of current assets and current liabilities approximates the fair value due to the short maturity of these items.

15 unchanged sentences

Retail Tire Sales and Insurance Services.

These operating segments do not meet the quantitative thresholds for separate reporting as specified under the guidance of ASU 2023-07.

These operating segments do not meet the quantitative thresholds for separate reporting as specified under the guidance of ASC 280-10.

Therefore, they are consolidated under the “All Other” category in the segment disclosures below.

2 unchanged sentences

The Company evaluates performance based on segment operating income, not including extraordinary items.

The following table contains summarized information about reportable segment revenues, segment income or loss from continuing operations and segment assets for the periods ended June 30, 2025 and 2024 (in thousands):

Truck Segment

As of and for the three months ended June 30, 2025

As of and for the three months ended September 30, 2025

Revenues from external customers

3 unchanged sentences

Segment operating income (loss)

Other Income (loss)

Interest income

4 unchanged sentences

Depreciation and amortization

As of and for the six months ended June 30, 2025

As of and for the nine months ended September 30, 2025

Revenues from external customers

3 unchanged sentences

Segment operating income (loss)

Other Income (loss)

Interest income

4 unchanged sentences

Depreciation and amortization

As of and for the three months ended June 30, 2024

As of and for the three months ended September 30, 2024

Revenues from external customers

3 unchanged sentences

Segment operating income (loss)

Other Income (loss)

Interest income

4 unchanged sentences

Depreciation and amortization

As of and for the six months ended June 30, 2024

As of and for the nine months ended September 30, 2024

Revenues from external customers

3 unchanged sentences

Segment operating income (loss)

Other Income (loss)

Interest income

5 unchanged sentences

7 – Income Taxes

The Company had unrecognized income tax benefits totaling $ 8.0 million as a component of accrued liabilities as of June 30, 2025 and December 31, 2024, the total of which, if recognized, would impact the Company’s effective tax rate.

The Company had unrecognized income tax benefits totaling $ 8.0 million as a component of accrued liabilities as of September 30, 2025 and December 31, 2024, the total of which, if recognized, would impact the Company’s effective tax rate.

An unfavorable settlement would require a charge to income tax expense and a favorable resolution would be recognized as a reduction to income tax expense.

The Company recognizes interest accrued related to unrecognized tax benefits in income tax expense.

The Company had approximately $ 0.5 million accrued for the payment of interest as of June 30, 2025 and December 31, 2024.

The Company had approximately $ 0.5 million accrued for the payment of interest as of September 30, 2025 and December 31, 2024.

No amounts were accrued for penalties.

The Company does not anticipate a significant change in the amount of unrecognized tax benefits in the next 12 months.

As of June 30, 2025, the tax years ended December 31, 2021 through 2024 remained subject to audit by federal tax authorities and the tax years ended December 31, 2020 through 2024 , remained subject to audit by state tax authorities.

The Company’s non-lease and rental revenues are primarily generated from the sale of finished products to customers.

Those sales predominantly contain a single delivery element and revenues from such sales are recognized when the customer obtains control, which is typically when the finished product is delivered to the customer.

As of September 30, 2025, the tax years ended December 31, 2021 through 2024 remained subject to audit by federal tax authorities and the tax years ended December 31, 2020 through 2024 , remained subject to audit by state tax authorities.

The Company’s non-lease and rental revenues are generated from the sale of finished products to customers.

Revenue from sales predominantly contain a single delivery element and revenue from such sales is recognized when the customer obtains control, which is typically when the finished product is delivered to the customer.

The Company’s material revenue streams have been identified as the following:

the sale of new and used commercial vehicles, arrangement of associated commercial vehicle financing and insurance contracts, the performance of commercial vehicle repair services and the sale of commercial vehicle parts.

the sale of new and used commercial vehicles, the arrangement of associated commercial vehicle financing and insurance contracts, the performance of commercial vehicle repair services and the sale of commercial vehicle parts.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.

The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months and six months ended June 30, 2025 and 2024 (in thousands):

The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months and nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Commercial vehicle sales revenue

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Commercial vehicle sales

Parts revenue

Commercial vehicle repair service revenue

Finance revenue

Insurance revenue

Other revenue

Commercial vehicle repair service

All of the Company's performance obligations and associated revenues are generally transferred to customers at a point in time.

The Company did not have any material contract assets or contract liabilities on the balance sheet as of June 30, 2025.

The Company did not have any material contract assets or contract liabilities on the balance sheet as of September 30, 2025.

Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and the majority of Other revenues are related to the Truck Segment.

8 unchanged sentences

This policy results in the Company realizing reasonable gross margins while the unit is in service and a corresponding gain or loss on sale when the unit is sold at the end of the lease term.

Lease and rental income during the three and six months ended June 30, 2025 and June 30, 2024 consisted of the following (in thousands):

Lease and rental income during the three and nine months ended September 30, 2025 and September 30, 2024 consisted of the following (in thousands):

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

September 30,

Nine Months Ended

September 30,

Minimum rental payments

7 unchanged sentences

Balance as of June 30, 2025

Foreign currency translation adjustment

Balance as of September 30, 2025

The functional currency of the Company’s foreign subsidiary, RTC Canada, is its local currency.

1 unchanged sentence

The assets and liabilities of RTC Canada are translated into USD using the exchange rates in effect on the balance sheet date.

The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive income (loss) and the statement of comprehensive income.

The related translation adjustments are recorded in a separate component of shareholders' equity in accumulated other comprehensive income (loss) and the statement of comprehensive income.

11 – Accounts Receivable and Allowance for Credit Losses

8 unchanged sentences

The following table summarizes the changes in the allowance for credit losses (in thousands):

Provision for

June 30, 2025

December 31, 2024

Provision for the Nine Months Ended September 30, 2025

Write offs Against Allowance,

net of Recoveries

September 30, 2025

Commercial vehicle receivables

7 unchanged sentences

On June 16, 2025, the Company acquired 100 % of the outstanding shares of Leeds Transit, Inc.

The acquisition included commercial vehicle dealership locations in Elgin and Woodstock Ontario and a sales office in St-Roch-de-l’Achigan, Quebec, IC Bus and Collins Bus franchises, along with commercial vehicle and parts inventory.

The acquisition included IC Bus and Collins Bus franchised commercial vehicle dealership locations in Elgin and Woodstock, Ontario and a sales office in St-Roch-de-l’Achigan, Quebec, along with commercial vehicle and parts inventory.

The transaction was valued at approximately $ 25.6 million, with the purchase price paid in cash and with borrowings made pursuant to the RTC Canada’s floor plan credit agreement.

13 – Subsequent Events

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

ASC 740, “Income Taxes,” requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted.

Consequently, due to the timing of enactment, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA.

The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The Company is currently assessing the OBBA’s impact on its consolidated financial statements and the results of such evaluations will be reflected in the Company's future filings with the SEC.

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

46 unchanged sentences

Class 8 retail truck sales to be 216,300 units in 2025, which would represent a 12.5% decrease compared to 2024.

The ongoing freight recession and general economic uncertainty in addition to uncertainty with respect to U.S.

The ongoing freight recession and uncertainty with respect to U.S.

trade policy and engine emission regulations, continues to weigh on the industry and impact demand for new commercial vehicles.

While we expect that new Class 8 truck sales to vocational customers will remain strong through the end of the year, we also expect continued weak demand from our over-the-road customer, our largest customer segment.

While we expect that new Class 8 truck sales to vocational customers will remain solid through the end of the year, we also expect continued weak demand from our over-the-road customers, our largest customer segment.

We expect our U.S.

market share of new Class 8 truck sales to range between 5.4% and 5.9% in 2025 based on A.C.T.

Research’s current forecast.

Research’s current forecast of 216,300.

This market share percentage would result in the sale of approximately 11,700 to 12,800 new Class 8 trucks in 2025.

3 unchanged sentences

Research currently forecasts sales to be 227,225 units in 2025, which would represent a 11.8% decrease compared to 2024.

We believe that demand for medium-duty commercial vehicle will remain solid, at least through the third quarter.

We believe that demand for medium-duty commercial vehicles will remain stable through the end of the year.

We expect our U.S.

market share of new Class 4 through 7 commercial vehicle sales to range between 5.5% and 6.0% in 2025 based on A.C.T.

Research’s current forecast.

Research’s current forecast of 227,225.

This market share percentage would result in the sale of approximately 12,500 to 13,600 new Class 4 through 7 commercial vehicles in 2025.

We expect to sell approximately 1,000 new Class 5 through 7 commercial vehicles in Canada in 2025.

We expect to sell approximately 2,500 light-duty vehicles and approximately 6,500 to 7,500 used commercial vehicles in 2025, and we expect lease and rental revenue to increase approximately 5.0% during 2025, compared to 2024.

With respect to our parts, service, and collision center (collectively referred to herein as “Aftermarket Products and Services”) operations, despite a difficult operating environment, we experienced a slight increase in demand during the second quarter from most of our customer segments, including owner-operators and small fleets, which we believe is a potential signal of improving demand ahead.

We believe that our Aftermarket Products and Services revenues will remain flat in the third quarter, with the potential for modest growth.

However, there is too much uncertainty to provide a reliable outlook for the remainder of the year, as potential changes in U.S.

trade policy may have a material impact – either positive or negative – on customer demand.

We expect to sell approximately 2,600 to 2800 light-duty vehicles and approximately 6,500 used commercial vehicles in 2025, and we expect lease and rental revenue to increase approximately 4.5% during 2025, compared to 2024.

With respect to our parts, service, and collision center (collectively referred to herein as “Aftermarket Products and Services”) operations, despite a difficult operating environment, we achieved a slight increase in revenue during the third quarter of 2025, compared to the third quarter of 2024.

We believe that our Aftermarket Products and Services revenues will remain flat to slightly down in the fourth quarter, compared to the third quarter of 2025.

Critical Accounting Estimates

6 unchanged sentences

Results of Operations

The following discussion and analysis includes our historical results of operations for the three months and six months periods ended June 30, 2025 and 2024.

The following discussion and analysis includes our historical results of operations for the three months and nine months ended September 30, 2025 and 2024.

The following table sets forth certain financial data as a percentage of total revenues for the periods indicated:

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

New and used commercial vehicle sales

6 unchanged sentences

Depreciation and amortization

Gain (loss) on sale of assets

Gain on sale of assets

Operating income

Interest (income) expense, net

Interest expense, net

Income before income taxes

4 unchanged sentences

Three Months Ended

Six Months Ended

September 30,

Nine Months Ended

September 30,

Gross Profit:

1 unchanged sentence

Aftermarket products and services sales

Lease and rental sales

Lease and rental

Finance and insurance

Total gross profit

The following table sets forth the unit sales and revenues for new heavy-duty, new medium-duty, new light-duty and used commercial vehicles and the absorption ratio (revenues in millions):

The following table sets forth the unit sales and revenues for new heavy-duty, new medium-duty, new light-duty and used commercial vehicles and our absorption ratio (revenue in millions):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Vehicle unit sales:

16 unchanged sentences

Management uses several performance metrics to evaluate the performance of our commercial vehicle dealerships and considers Rush Truck Centers’ “absorption ratio” to be of critical importance.

Our absorption ratio is calculated by dividing the gross profit from our Aftermarket Products and Services departments by the overhead expenses of all of a dealership’s departments, except for the selling expenses of the new and used commercial vehicle departments and carrying costs of new and used commercial vehicle inventory.

When 100% absorption is achieved, all of the gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit.

Our commercial vehicle dealerships achieved a 135.5% absorption ratio for the second quarter of 2025 compared to a 134.0% absorption ratio for the second quarter of 2024.

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

Total revenues decreased $96.3 million, or 4.8%, in the second quarter of 2025, compared to the second quarter of 2024.

This decrease was primarily the result of decreased new Class 8 truck sales revenue due to continued weak demand from over-the-road customers.

Our Aftermarket Products and Services revenues increased $8.8 million, or 1.4%, in the second quarter of 2025, compared to the second quarter of 2024.

The increase in Aftermarket Parts and Services revenues was primarily a result of a slight increase in demand.

Revenues from sales of new and used commercial vehicles decreased $108.8 million, or 8.4%, in the second quarter of 2025, compared to the second quarter of 2024.

This decrease was primarily the result of decreased new Class 8 truck sales revenue due to the timing of several large fleet deliveries that occurred in the second quarter of 2024 and continued weak demand from over-the-road customers.

We sold 3,178 new Class 8 trucks in the second quarter of 2025 in the United States, a 20.3% decrease compared to 3,985 new Class 8 trucks in the second quarter of 2024.

We sold 81 new Class 8 heavy-duty trucks in the second quarter of 2025 in Canada, a 43.4% decrease compared to 143 new Class 8 heavy-duty trucks in the second quarter of 2024.

The decline in our new Class 8 truck sales on a year-over-year basis in the second quarter was largely due to the timing of several large fleet deliveries that occurred in the second quarter of 2024 and continued weak demand from our over-the-road customers.

We sold 3,626 new Class 4 through 7 commercial vehicles, including 359 buses, in the second quarter of 2025 in the United States, a 1.0% increase compared to 3,591 new medium-duty commercial vehicles, including 351 buses, in the second quarter of 2024.

We sold 177 Class 5 through 7 commercial vehicles in the second quarter of 2025 in Canada, a 77.0% increase compared to 100 new Class 5 through 7 commercial vehicles in the second quarter of 2024.

Our absorption ratio is calculated by dividing the gross profit from our Aftermarket Products and Services departments by the overhead expenses of all a dealership’s departments, except for the selling expenses of the new and used commercial vehicle departments and carrying costs of new and used commercial vehicle inventory.

When 100% absorption is achieved, the gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit.

Our commercial vehicle dealerships achieved a 129.3% absorption ratio for the third quarter of 2025, compared to a 132.6% absorption ratio for the third quarter of 2024.

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Total revenues decreased $15.4 million, or 0.8%, in the third quarter of 2025, compared to the third quarter of 2024.

This decrease was primarily the result of decreased new Class 8 truck sales due to continued weak demand from over-the-road customers.

Our Aftermarket Products and Services revenues totaled $642.7 million in the third quarter of 2025, up 1.5% from the third quarter of 2024.

This growth was primarily driven by the successful execution of certain strategic initiatives and an increase in parts pricing.

Revenues from sales of new and used commercial vehicles decreased $28.4 million, or 2.4%, in the third quarter of 2025, compared to the third quarter of 2024.

This decrease was primarily the result of reduced demand due to challenging market conditions and regulatory uncertainty.

We sold 3,215 new Class 8 vehicles in the United States during the third quarter of 2025, a 10.8% decrease compared to 3,604 new Class 8 trucks sold in the third quarter of 2024.

We sold 95 new Class 8 heavy-duty trucks in the third quarter of 2025 in Canada, a 5.0% decrease compared to 100 new Class 8 heavy-duty trucks in the third quarter of 2024.

This decrease was primarily the result of reduced demand due to challenging market conditions and regulatory uncertainty.

We sold 3,427 new Class 4 through 7 medium-duty commercial vehicles in the United States, including 660 buses, during the third quarter of 2025, a 1.4% increase compared to 3,379 new medium-duty commercial vehicles, including 258 buses, in the third quarter of 2024.

We sold 448 Class 5 through 7 medium-duty commercial vehicles, including 291 buses, in the third quarter of 2025 in Canada, a 239.4% increase compared to 132 new Class 5 through 7 commercial vehicles in the third quarter of 2024.

The slight increase in new Class 4 through 7 commercial vehicle sales in the United States was primarily a result of consistent demand and our ability to meet customer needs with our bodied-up inventory.

We sold 703 light-duty vehicles in the second quarter of 2025, a 30.9% increase compared to 537 light-duty vehicles sold in the second quarter of 2024.

We sold 1,715 used commercial vehicles in the second quarter of 2025, a 0.5% decrease compared to 1,723 used commercial vehicles sold in the second quarter of 2024.

Commercial vehicle lease and rental revenues increased $5.5 million, or 6.3%, in the second quarter of 2025, compared to the second quarter of 2024.

This increase in commercial vehicle lease and rental revenues was primarily due to the addition of new vehicles to our lease fleet and consistent demand from lease customers.

Finance and insurance revenues decreased $0.4 million, or 6.5%, in the second quarter of 2025, compared to the second quarter of 2024.

This decrease is primarily due to the decrease in new Class 8 truck sales and the tightening of credit for used trucks.

The increase in new Class 5 through 7 commercial vehicle sales in Canada was primarily the result of RTC Canda’s acquisition of IC Bus and Collins Bus franchises in June 2025.

We sold 858 light-duty vehicles in the third quarter of 2025, a 49.5% increase compared to 574 light-duty vehicles sold in the third quarter of 2024.

We sold 1,814 used commercial vehicles in the third quarter of 2025, a 0.8% decrease compared to 1,829 used commercial vehicles in the third quarter of 2024.

Commercial vehicle lease and rental revenues increased $4.2 million, or 4.7%, in the third quarter of 2025, compared to the third quarter of 2024.

This increase in commercial vehicle lease and rental revenues was primarily due to the in-service of new vehicles into the lease fleet, which was partially offset by lower rental fleet utilization.

Finance and insurance revenues decreased $0.2 million, or 3.5%, in the third quarter of 2025, compared to the third quarter of 2024.

This decrease is primarily due to the decline in sales of new Class 8 trucks and tighter lending requirements from finance companies.

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

Gross profit decreased $12.7 million, or 3.2%, in the second quarter of 2025, compared to the second quarter of 2024.

Gross profit as a percentage of sales increased to 19.7% in the second quarter of 2025, from 19.4% in the second quarter of 2024.

This increase in gross profit as a percentage of sales is a result of a change in our product sales mix.

Commercial vehicle sales, a lower margin revenue item, decreased as a percentage of total revenues to 61.7% in the second quarter of 2025, from 64.1% in the second quarter of 2024.

Aftermarket Products and Services revenues, a higher margin revenue item, increased as a percentage of total revenues to 33.0% in the second quarter of 2025, from 31.0% in the second quarter of 2024.

Gross margins from our Aftermarket Products and Services operations increased to 37.6% in the second quarter of 2025, from 37.5% in the second quarter of 2024.

Gross profit from our Aftermarket Products and Services operations increased to $239.2 million in the second quarter of 2025, from $235.3 million in the second quarter of 2024.

Gross profit decreased $4.3 million, or 1.1%, in the third quarter of 2025, compared to the third quarter of 2024.

Gross profit as a percentage of sales decreased to 19.9% in the third quarter of 2025, from 20.0% in the third quarter of 2024.

This decrease in gross profit as a percentage of sales was primarily a result of a decrease in commercial vehicle margins, which was partially offset by an increase in aftermarket gross profit margins.

Commercial vehicle sales, a lower margin revenue item, decreased as a percentage of total revenues to 60.3% in the third quarter of 2025, from 61.3% in the third quarter of 2024.

Aftermarket Products and Services revenues, a higher margin revenue item, increased as a percentage of total revenues to 34.2% in the third quarter of 2025, from 33.4% in the third quarter of 2024.

Although commercial vehicle sales typically carry lower gross margins, the volume of transactions has a material impact on overall gross profit.

Gross margins from our Aftermarket Products and Services operations increased to 37.2% in the third quarter of 2025, from 36.8% in the third quarter of 2024.

Gross profit for the Aftermarket Products and Services departments increased to $238.9 million in the third quarter of 2025, from $233.1 million in the third quarter of 2024.

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

Gross profits from parts sales represented 61.3% of total gross profit from Aftermarket Products and Services operations in the second quarter of 2025 and 58.4% in the second quarter of 2024.

Service and collision center operations represented 38.7% of total gross profit from Aftermarket Products and Services operations in the second quarter of 2025 and 38.8% in the second quarter of 2024.

Gross profits from parts sales represented 56.7% of total gross profit for Aftermarket Products and Services operations in the third quarter of 2025 and 57.5% in the third quarter of 2024.

Service and collision center operations represented 43.3% of total gross profit for Aftermarket Products and Services operations in the third quarter of 2025 and 42.5% in the third quarter of 2024.

We expect blended gross margins on Aftermarket Products and Services operations to range from 36.5% to 37.0% in 2025.

Gross margins on new Class 8 commercial vehicle sales decreased to 8.5% in the second quarter of 2025, from 8.6% in the second quarter of 2024.

The decrease in new Class 8 truck margins was primarily due to continued weak demand from over-the-road customers and an uncertain regulatory environment.

In 2025, we expect overall gross margins from new heavy-duty truck sales of approximately 8.5% to 9.0%.

Gross margins on new Class 4 through 7 commercial vehicle sales decreased to 7.5% in the second quarter of 2025, from 8.4% in the second quarter of 2024.

This decrease was primarily due to change in the mix of purchasers.

Gross margins on new Class 8 truck sales remained flat at 9.2% in the third quarter of 2025, compared to the third quarter of 2024.

For 2025, we expect overall gross margins from new Class 8 truck sales of approximately 8.7% to 9.2%.

Gross margins on new Class 4 through 7 commercial vehicle sales decreased to 8.1% in the third quarter of 2025, from 10.3% in the third quarter of 2024.

The decrease in new Class 4 through 7 truck margins was primarily due to change in our product sales mix and challenging market conditions.

For 2025, we expect overall gross margins from new medium-duty commercial vehicle sales of approximately 7.8% to 9.0%, but this will largely depend upon the mix of purchasers and types of vehicles sold.

Gross margins on used commercial vehicle sales decreased to 16.9% in the second quarter of 2025, from 19.2% in the second quarter of 2024.

This decrease was primarily due to the mix of purchasers.

We expect margins on used commercial vehicles to range between 12.0% and 17.0% in 2025.

Gross margins from truck lease and rental sales increased to 28.7% in the second quarter of 2025, from 28.5% in the second quarter of 2024.

This increase was primarily related to decreased maintenance costs due to a lower average age of the leasing fleet.

Gross margins on used commercial vehicle sales decreased to 10.9% in the third quarter of 2025, from 18.0% in the third quarter of 2024.

This decrease was primarily due to a change in the mix of wholesale versus retail sales.

We expect margins on used commercial vehicles to range between 10.0% and 13.0%.

Gross margins from truck lease and rental sales decreased to 28.2% in the third quarter of 2025, from 28.6% in the third quarter of 2024.

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

Our policy is to depreciate our lease and rental fleet using a straight-line method over each customer’s contractual lease term.

The lease unit is depreciated to a residual value that approximates fair value at the expiration of the lease term.

This policy results in us realizing reasonable gross margins while the unit is in service and a corresponding gain or loss on sale when the unit is sold at the end of the lease term.

Finance and insurance revenues and other revenues, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

This decrease was primarily due to a decrease in rental utilization.

Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses increased $0.6 million, or 0.2%, in the second quarter of 2025, compared to the second quarter of 2024.

SG&A expenses as a percentage of total revenues increased to 13.1% in the second quarter of 2025, from 12.4% in the second quarter of 2024.

Selling, General and Administrative (“SG&A”) expenses increased $16.7 million, or 12.6%, in the third quarter of 2025, compared to the third quarter of 2024.

SG&A expenses as a percentage of total revenues increased to 13.6% in the third quarter of 2025, from 12.6% in the third quarter of 2024.

Annual SG&A expenses as a percentage of total revenues have ranged from approximately 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.

In the third quarter of 2025, the Company’s SG&A expenses were higher than normal, due in part to increased accruals with respect to pending litigation matters and recent increases in insurance retentions.

For 2025, we expect SG&A expenses as a percentage of total revenues to range from 13.0% to 14.0%.

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Interest Expense, Net

Net interest expense decreased $6.7 million, or 34.6%, in the second quarter of 2025, compared to the second quarter of 2024.

This decrease in interest expense is a result of a decrease in our vehicle inventory levels and lower interest rates on our variable rate debt compared to the second quarter of 2024.

Net interest expense decreased $5.9 million, or 33.7%, in the third quarter of 2025, compared to the third quarter of 2024.

This decrease in interest expense is a result of a decrease in our vehicle inventory levels, lower debt levels and lower interest rates on our variable rate debt compared to the third quarter of 2024.

We expect net interest expense in 2025 to decrease compared to 2024, but the amount of the decrease will depend on inventory levels, interest rate fluctuations and the amount of cash available to make prepayments on our floor plan arrangements.

Income before Income Taxes

As a result of the factors described above, income before income taxes decreased $8.0 million, or 7.6%, in the second quarter of 2025, compared to the second quarter of 2024.

Income taxes decreased $2.2 million, or 8.2%, in the second quarter of 2025, compared to the second quarter of 2024.

We provided for taxes at a 24.8% effective rate in the second quarter of 2025 and 24.5% in the second quarter of 2024.

As a result of the factors described above, income before income taxes decreased $15.4 million, or 14.9%, in the third quarter of 2025, compared to the third quarter of 2024.

Income taxes decreased $3.7 million, or 15.5%, in the third quarter of 2025, compared to the third quarter of 2024.

We provided for taxes at a 22.9% effective rate in the third quarter of 2025 compared to 23.0% in the third quarter of 2024.

We expect our effective tax rate to be approximately 22.5% to 24.0% of pretax income in 2025.

Six Months Ended June 30, 2025, Compared to Six Months Ended June 30, 2024

Unless otherwise stated below, our variance explanations and future expectations with regards to the items discussed in this section are set forth in the discussion of the “Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024.”

Total revenues decreased $117.5 million, or 3.0%, in the first six months of 2025, compared to the first six months of 2024.

Sales of new and used commercial vehicles decreased $101.4 million, or 4.2%, in the first six months of 2025, compared to the first six months of 2024.

Aftermarket Products and Services revenues decreased $21.3 million, or 1.7%, in the first six months of 2025, compared to the first six months of 2024.

We sold 6,481 new Class 8 heavy-duty trucks in the first six months of 2025 in the United States, a 14.3% decrease compared to 7,622 new Class 8 heavy-duty trucks in the first six months of 2024.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Unless otherwise stated below, our variance explanations and future expectations with regard to the items discussed in this section are set forth in the discussion of the Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024.

Total revenues decreased $132.9 million, or 2.3%, in the first nine months of 2025, compared to the first nine months of 2024.

Aftermarket Products and Services revenues decreased $11.7 million, or 0.6%, in the first nine months of 2025, compared to the first nine months of 2024.

Revenues from the sales of new and used commercial vehicles decreased $130.0 million, or 3.6%, in the first nine months of 2025, compared to the first nine months of 2024.

We sold 9,452 new Class 8 heavy-duty vehicles in the United States during the first nine months of 2025, a 13.2% decrease compared to 10,895 new Class 8 heavy-duty trucks in the first nine months of 2024.

According to A.C.T.

Research, retail sales in the U.S.

Class 8 truck market decreased 4.8% in the first six months of 2025, compared to the first six months of 2024.

We sold 149 new Class 8 heavy-duty trucks in the first six months of 2025 in Canada, a 35.5% decrease compared to 231 new Class 8 heavy-duty trucks in the first six months of 2024.

We sold 6,830 new Class 4 through 7 medium-duty commercial vehicles, including 669 buses, in the United States in the first six months of 2025.

This result remained relatively flat compared to 6,829 new Class 4 through 7 medium-duty commercial vehicles, including 734 buses, in the first six months of 2024.

Research estimates that unit sales of new Class 4 through 7 commercial vehicles in the U.S.

decreased approximately 6.6% in the first six months of 2025, compared to the first six months of 2024.

We sold 302 new Class 5 through 7 medium-duty commercial vehicles in the first six months of 2025 in Canada, a 56.5% increase compared to 193 new Class 5 through 7 medium-duty commercial vehicles in the first six months of 2024.

We sold 1,173 new light-duty vehicles in the first six months of 2025, an 18.1% increase compared to 993 new light-duty vehicles sold in the first six months of 2024.

We sold 3,356 used commercial vehicles in the first six months of 2025, a 3.2% decrease compared to 3,541 used commercial vehicles in the first six months of 2024.

Truck lease and rental revenues increased $7.8 million, or 4.4%, in the first six months of 2025, compared to the first six months of 2024.

Finance and insurance revenues decreased $0.5 million, or 5.0%, in the first six months of 2025, compared to the first six months of 2024.

Gross profit decreased $44.8 million, or 5.7%, in the first six months of 2025, compared to the first six months of 2024.

Gross profit as a percentage of sales was 19.5% in the first six months of 2025 and 20.1% in the first six months of 2024.

Gross margins from Aftermarket Products and Services operations decreased to 36.7% in the first six months of 2025, from 37.0% in the first six months of 2024.

Gross profit for Aftermarket Products and Services was $460.6 million in the first six months of 2025, compared to $472.2 million in the first six months of 2024.

Gross profit from parts sales represented 59.0% of the total gross profit for Aftermarket Products and Services operations in the first six months of 2025 and 58.1% in the first six months of 2024.

Service and collision center operations represented 41.0% of the total gross profit for Aftermarket Products and Services operations in the first six months of 2025 and 41.9% in the first six months of 2024.

Gross margins on new Class 8 heavy-duty truck sales decreased to 8.8% in the first six months of 2025, from 9.1% in the first six months of 2024.

Gross margins on new Class 4 through 7 medium-duty commercial vehicle sales decreased to 7.7% in the first six months of 2025, from 8.8% in the first six months of 2024.

Gross margins on used commercial vehicle sales decreased to 15.7% in the first six months of 2025, from 20.5% in the first six months of 2024.

Gross margins from truck lease and rental sales increased to 28.5% in the first six months of 2025, from 28.0% in the first six months of 2024.

Finance and insurance revenues and other income, as described above, have limited direct costs and, therefore, contribute a disproportionate share of gross profit.

Research, new U.S.

Class 8 truck sales decreased 10.0% in the first nine months of 2025, compared to the first nine months of 2024.

We sold 244 new Class 8 heavy-duty trucks in the first nine months of 2025 in Canada, a 26.3% decrease compared to 331 new Class 8 heavy-duty trucks in the first nine months of 2024.

We sold 9,809 new Class 4 through 7 medium-duty commercial vehicles in the United States, including 1,038 buses, during the first nine months of 2025, a 6.3% increase compared to 10,076 new Class 4 through 7 medium-duty commercial vehicles, including 922 buses, in the first nine months of 2024.

Research estimates that unit sales of new Class 4 through 7 commercial vehicles, including buses, in the U.S decreased 7.2% in the first nine months of 2025, compared to the first nine months of 2024.

We sold 750 new Class 5 through 7 medium-duty commercial vehicles, including 291 buses, during the first nine months of 2025 in Canada, a 130.8% increase compared to 325 new Class 5 through 7 medium-duty commercial vehicles in the first nine months of 2024.

We sold 2,031 new light-duty commercial vehicles during the first nine months of 2025, a 29.6% increase compared to 1,567 light-duty commercial vehicles in the first nine months of 2024.

We sold 5,298 used commercial vehicles during the first nine months of 2025, a 1.3% decrease compared to 5,370 used commercial vehicles in the first nine months of 2024.

Truck lease and rental revenues increased $12.0 million, or 4.5%, in the first nine months of 2025, compared to the first nine months of 2024.

Finance and insurance revenues decreased $0.8 million, or 4.5%, in the first nine months of 2025, compared to the first nine months of 2024.

Gross profit decreased $49.1 million, or 4.2%, in the first nine months of 2025, compared to the first nine months of 2024.

Gross profit as a percentage of sales decreased to 19.6% in the first nine months of 2025, from 20.0% in the first nine months of 2024.

Gross margins from our Aftermarket Products and Services operations remained flat at 36.9% in the first nine months of 2025, compared to the first nine months of 2024.

Gross profit for the Aftermarket Products and Services departments was $699.4 million in the first nine months of 2025, compared to $705.3 million in the first nine months of 2024.

Gross profits from parts sales represented 59.1% of total gross profit for Aftermarket Products and Services operations in the first nine months of 2025 and 57.9% in the first nine months of 2024.

Service and collision center operations represented 40.9% of total gross profit for Aftermarket Products and Services operations in the first nine months of 2025 and 42.1% in the first nine months of 2024.

Gross margins on new Class 8 truck sales decreased to 8.9% in the first nine months of 2025, from 9.1% in the first nine months of 2024.

Gross margins on new Class 4 through 7 medium-duty commercial vehicle sales decreased to 7.8% in the first nine months of 2025, from 9.3% in the first nine months of 2024.

Gross margins on used commercial vehicle sales decreased to 14.1% in the first nine months of 2025, from 19.7% in the first nine months of 2024.

Gross margins from truck lease and rental sales remained flat at 28.2% in the first nine months of 2025, compared to the first nine months of 2024.

Selling, General and Administrative Expenses

SG&A expenses decreased $14.2 million, or 2.8%, in the first six months of 2025, compared to the first six months of 2024.

SG&A expenses remained flat at 13.2% of total revenue in the first six months of 2025, compared to 2024.

Interest (Income) Expense, Net

Net interest expense decreased $11.8 million, or 31.6%, in the first six months of 2025, compared to the first six months of 2024.

SG&A expenses increased $2.4 million, or 0.3%, in the first nine months of 2025, compared to the first nine months of 2024.

SG&A expenses equaled 13.4% of total revenue in the first nine months of 2025, compared to 13.0% in the first nine months of 2024.

Interest Expense, Net

Net interest expense decreased $17.8 million, or 32.3%, in the first nine months of 2025, compared to the first nine months of 2024.

Income before Income Taxes

Income before income taxes decreased $22.2 million, or 11.2%, in the first six months of 2025, compared to the first six months of 2024.

Income before income taxes decreased $37.6 million, or 12.5%, in the first nine months of 2025, compared to the first nine months of 2024.

Provision for Income Taxes

Income taxes decreased $5.5 million, or 11.6%, in the first six months of 2025, compared to the first six months of 2024.

We provided for taxes at a 23.8% rate in the first six months of 2025 and a 24.1% rate in the first six months of 2024.

Income taxes decreased $9.2 million in the first nine months of 2025, compared to the first nine months of 2024.

We provided for taxes at a 23.6% rate in the first nine months of 2025 and a 23.0% rate in the first nine months of 2024.

Liquidity and Capital Resources

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

As of June 30, 2025, we had working capital of approximately $694.8 million, including $211.1 million in cash, available to fund our operations.

As of September 30, 2025, we had working capital of approximately $600.8 million, including $242.0 million in cash, available to fund our operations.

We believe that these funds, together with expected cash flows from operations, are sufficient to meet our operating requirements for at least the next twelve months.

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We continually evaluate our liquidity and capital resources based upon:

(i) our cash and cash equivalents on hand;

(i) our cash, cash equivalents and restricted cash on hand;

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

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We have a secured line of credit that provides for a maximum borrowing of $25.0 million.

There were no advances outstanding under this secured line of credit on June 30, 2025, however, $18.7 million was pledged to secure various letters of credit related to self-insurance products, leaving $6.3 million available for our future borrowings as of June 30, 2025.

Certain of our long-term debt, floor plan financing agreements and our credit agreement with Wells Fargo Bank, National Association the (“WF”) require us to satisfy various financial ratios such as the leverage ratio, the asset coverage ratio, and the fixed charge coverage ratio.

As of June 30, 2025, we were in compliance with all debt covenants related to debt secured by lease and rental units, our floor plan credit agreements and the credit agreement with WF.

There were no advances outstanding under this secured line of credit on September 30, 2025, however, $18.7 million was pledged to secure various letters of credit related to self-insurance products, leaving $6.3 million available for future borrowings as of September 30, 2025.

Certain of our long-term debt, floor plan financing agreements and our credit agreement with Wells Fargo Bank, National Association (“WF”) require us to satisfy various financial ratios such as the leverage ratio, the asset coverage ratio and the fixed charge coverage ratio.

As of September 30, 2025, we were in compliance with all debt covenants related to debt secured by lease and rental units, our floor plan credit agreements and the credit agreement with WF.

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

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We also expect to make capital expenditures for the purchase of recurring items such as computers, shop tools and equipment and company vehicles of approximately $35.0 million to $40.0 million during 2025.

During the second quarter of 2025, we paid a cash dividend of $14.3 million.

Additionally, on July 30, 2025, our Board of Directors declared a cash dividend of $0.19 per share of Class A and Class B common stock, to be paid on September 12, 2025, to all shareholders of record as of August 12, 2025, which represents a 5.6% increase compared to the cash dividend we paid in the first quarter of 2025.

During the third quarter of 2025, we paid a cash dividend of $14.8 million.

Additionally, on October 29, 2025, our Board of Directors declared a cash dividend of $0.19 per share of Class A and Class B common stock, to be paid on December 12, 2025, to all shareholders of record as of November 12, 2025.

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

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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.

On May 29, 2025, the Company announced an increase of $50 million to its existing stock repurchase program authorizing the Company to repurchase, from time to time, up to an aggregate of $200 million of its shares of common stock.

On May 29, 2025, we announced an increase of $50 million to the existing stock repurchase program authorizing us to repurchase, from time to time, up to an aggregate of $200 million of our shares of common stock.

Repurchases, if any, will be made at times and in amounts as we deem appropriate and may be made through open market transactions at prevailing market prices, privately negotiated transactions or by other means in accordance with federal securities laws.

The actual timing, number and value of repurchases under the stock repurchase program will be determined by management at its discretion and will depend on a number of factors, including market conditions, stock price and other factors, including those related to the ownership requirements of our dealership agreements with Peterbilt.

As of June 30, 2025, we had repurchased $121.4 million of our shares of common stock under the current stock repurchase program, excluding federal excise tax.

As of September 30, 2025, we had repurchased $130.6 million of our shares of common stock under the current stock repurchase program, excluding federal excise tax.

The current stock repurchase program expires on December 31, 2025, and may be suspended or discontinued at any time.

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The following table summarizes our cash flows for the periods indicated (in thousands):

Six Months Ended June 30,

Nine Months Ended

September 30,

Net cash provided by (used in):

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Cash flows from operating activities include net income adjusted for non-cash items and the effects of changes in working capital.

During the first six months of 2025, operating activities resulted in net cash provided by operations of $381.2 million.

During the first nine months of 2025, operating activities resulted in net cash provided by operations of $748.9 million.

Net cash provided by operating activities primarily consisted of $201.3 million in net income, as well as non-cash adjustments related to depreciation and amortization of $188.4 million, stock-based compensation of $26.8 million and cash inflows for deferred income tax expense of $19.3 million.

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Included in the net change in operating assets and liabilities were cash inflows of $36.3 million from the increase in accounts payable, $82.6 million from the decrease in accounts receivable and $206.5 million from the decrease in inventories, which were offset by cash outflows of $18.3 million from the increase in other assets, $8.0 million from the decrease in customer deposits and $15.4 million from the increase in accrued expenses.

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

During the first six months of 2024, operating activities resulted in net cash provided by operations of $115.5 million.

Net cash provided by operating activities primarily consisted of $150.3 million in net income, as well as non-cash adjustments related to depreciation and amortization of $114.3 million, stock-based compensation of $19.6 million and cash inflows for deferred income tax expense of $1.5 million.

Cash provided by operating activities included an aggregate of $169.7 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were cash inflows of $3.9 million from the increase in accounts payable, which were offset by cash outflows of $34.0 million from the increase in accounts receivable, $63.4 million from the increase in inventories, $7.6 million from the increase in other assets, $49.2 million from the decrease in customer deposits and $19.4 million from the increase in accrued expenses.

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

Most of our commercial vehicle inventory is financed through our floor plan credit agreements, though we may pay cash for certain of our commercial vehicle inventory from time-to-time depending on market conditions.

During the first nine months of 2024, operating activities resulted in net cash provided by operations of $227.3 million.

Net cash provided by operating activities primarily consisted of $229.7 million in net income, as well as non-cash adjustments related to depreciation and amortization of $175.5 million, gain on sale of property and equipment of $0.7 million, stock-based compensation of $24.9 million and the benefit for deferred income tax expense of $11.1 million.

Cash used by operating activities included an aggregate of $212.7 million net changes in operating assets and liabilities.

Included in the net change in operating assets and liabilities were cash inflows of $11.6 million from the increase in accounts payable, which was offset primarily by cash outflows of $108.1 million from the increase in inventories, $30.5 million from the increase in accounts receivable, $58.2 million from the decrease in customer deposits and $22.3 million from the decrease in accrued expenses.

Cash Flows from Investing Activities

During the first six months of 2025, cash used in investing activities was $232.2 million.

Cash flows used in investing activities consisted primarily of cash used for the acquisition of property and equipment and the acquisition of new businesses.

During the first nine months of 2025, cash used in investing activities was $330.2 million.

Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment and the acquisition of new businesses.

See Note 12 of the Notes to Consolidated Financial Statements for a detailed discussion of the business acquisitions.

Acquisition of property and equipment totaled $222.3 million during the first six months of 2025 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $182.1 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first six months of 2024, cash used in investing activities was $161.1 million.

Cash flows used in investing activities consisted primarily of cash used for the acquisition of property and equipment.

Acquisition of property and equipment totaled $172.5 million during the first six months of 2024 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $140.1 million for purchases of rental and lease vehicles for our rental and leasing operations.

Acquisition of property and equipment totaled $318.8 million during the first nine months of 2025 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $261.3 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first nine months of 2024, cash used in investing activities was $305.8 million.

Cash flows used in investing activities consist primarily of cash used for the acquisition of property and equipment and the acquisition of new businesses.

See Note 12 of the Notes to Consolidated Financial Statements for a detailed discussion of the business acquisitions.

Acquisition of property and equipment totaled $304.2 million during the first nine months of 2025 and consisted primarily of purchases of machine and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $223.1 million for purchases of rental and lease vehicles for our rental and leasing operations.

Cash Flows from Financing Activities

Cash flows from financing activities include borrowings and repayments of long-term debt and net proceeds of floor plan notes payable, non-trade.

During the first six months of 2025, financing activities resulted in net cash used by financing activities of $166.3 million, primarily related to cash inflows of $7.9 million from the issuance of shares related to equity compensation plans and borrowings of $644.4 million of long-term debt.

These cash inflows were offset by $642.5 million used for principal repayments of long-term debt and capital lease obligations, $9.7 million for taxes related to net share settlement of equity awards, $117.1 million used for repurchases of common stock, $12.0 million used for net payments on floor plan notes payable and $28.9 million used for payment of cash dividends.

The borrowings of long-term debt were primarily related to purchasing units for the rental and leasing operations.

During the first six months of 2024, financing activities resulted in net cash provided by financing activities of $29.2 million, primarily related to cash inflows of $11.5 million from the issuance of shares related to equity compensation plans, $88.4 million from net draws on floor plan notes payable, non-trade and borrowings of $1.2 billion of long-term debt.

These cash inflows were offset by $1.2 billion used for principal repayments of long-term debt and capital lease obligations, $9.5 million for taxes related to net share settlement of equity awards, $9.5 million used for repurchases of common stock and $27.2 million used for payment of cash dividends.

The borrowings of long-term debt were primarily related to purchasing units for the rental and leasing operations.

On September 14, 2021, we entered into a credit agreement with WF, with the lenders signatory thereto (“WF Lenders”) and WF as administrative agent (the “Well Fargo Credit Agreement”).

During the first nine months of 2025, financing activities resulted in net cash used in financing activities of $404.9 million, primarily related to $838.7 million from borrowings of long-term debt and $15.0 million from the issuance of shares related to equity compensation plans.

These cash inflows were offset by cash outflows of $91.6 million from net draws on floor plan notes payable, non-trade, $997.5 million used for principal repayments of long-term debt and finance lease obligations, $124.4 million used for repurchases of common stock, $1.4 million for taxes paid related to net share settlement of equity awards and $43.7 million used for payment of cash dividends.

During the first nine months of 2024, financing activities resulted in net cash provided by financing activities of $79.9 million, primarily related to $146.0 million from net draws on floor plan notes payable, non-trade, $1,621.3 million from borrowings of long-term debt and $20.2 million from the issuance of shares related to equity compensation plans.

These cash inflows were offset by cash outflows of $1,634.5 million used for principal repayments of long-term debt and capital lease obligations, $9.8 million used for repurchases of common stock, $9.5 million for taxes paid related to net share settlement of equity awards and $41.2 million used for payment of cash dividends.

On September 14, 2021, we entered into a credit agreement with WF, with the lenders signatory thereto (the “WF Lenders”) and WF as administrative agent (the “WF Credit Agreement”).

Pursuant to the terms of the WF Credit Agreement (as amended), the WF Lenders have agreed to make up to $175.0 million of revolving credit loans for certain of our capital expenditures, including commercial vehicle purchases for our Idealease leasing and rental fleet, and general working capital needs.

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Borrowings under the WF Credit Agreement bear interest per annum, payable on each interest payment date, as defined in the WF Credit Agreement, at (A) the daily Secured Overnight Financing Rate (“SOFR”) plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio or (B) on or after the SOFR transition date, SOFR plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio.

The WF Credit Agreement expires on September 14, 2026, although, upon the occurrence and during the continuance of an event of default, the agent has the right to, or upon the request of the required lenders must, terminate the commitments and declare all outstanding principal and interest due and payable.

Effective September 30, 2025, the WF Credit Agreement was amended to, amongst other things, extend the expiration date to September 30, 2028, although, upon the occurrence and during the continuance of an event of default, the agent has the right to, or upon the request of the required lenders must, terminate the commitments and declare all outstanding principal and interest due and payable.

We may terminate the commitments at any time.

On June 30, 2025, we had approximately $137.3 million outstanding under the WF Credit Agreement.

On September 30, 2025, we had approximately $1.3 million outstanding under the WF Credit Agreement.

On November 1, 2023, we entered into that certain Second Amended and Restated Inventory Financing and Purchase Money Security Agreement with PACCAR Leasing Company (“PLC”), a division of Paccar Financing Corp.

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

On June 30, 2025, we had approximately $220.0 million outstanding under the PLC Agreement.

On September 30, 2025, we had approximately $220.0 million outstanding under the PLC Agreement.

On May 31, 2022, RTC Canada entered into that certain BMO Revolving Lease and Rental Credit Agreement (the “RTC Canada Revolving Credit Agreement”) with Bank of Montreal (“BMO”).

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

On June 30, 2025, we had approximately $118.3 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

On September 30, 2025, we had approximately $53.9 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

Most of our commercial vehicle purchases are made on terms requiring payment to the manufacturer within 15 to 60 days or less from the date the commercial vehicles are invoiced from the factory.

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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 credit agreements described below.

If the commercial vehicle is not sold within the interest-free period, we may finance the commercial vehicle under the credit agreements described below.

On December 16, 2024, we entered into the Inventory Financing and Purchase Money Security Agreement (the “PFC Floor Plan Credit Agreement”) with PFC.

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The PFC Floor Plan Credit Agreement expires on 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 June 30, 2025, we had approximately $480.0 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 30, 2025, we had approximately $480.0 million outstanding under the PFC Floor Plan Credit Agreement.

Pursuant to a written agreement with Peterbilt, we pay Peterbilt directly for inventory financed pursuant to the PFC Floor Plan Credit Agreement.

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

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The BMO Floor Plan Credit Agreement expires on December 31, 2029, although BMO Bank 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 June 30, 2025, we had approximately $359.0 million outstanding under the BMO Floor Plan Credit Agreement.

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 September 30, 2025, we had approximately $317.9 million outstanding under the BMO Floor Plan Credit Agreement.

On July 15, 2022, RTC Canada entered into that certain Amended and Restated BMO Wholesale Financing and Security Agreement (the “RTC Canada Floor Plan Credit Agreement”) with BMO.

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

On June 30, 2025, we had approximately $113.1 million CAD outstanding under the RTC Canada Floor Plan Credit Agreement.

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.

On June 30, 2025, our backlog of commercial vehicle orders was approximately $967.0 million, as compared to a backlog of commercial vehicle orders of approximately $1,812.1 million on June 30, 2024.

On September 30, 2025, we had approximately $97.3 million CAD outstanding under the RTC Canada Floor Plan Credit Agreement.

On September 30, 2025, our backlog of commercial vehicle orders was approximately $647.6 million, compared to a backlog of commercial vehicle orders of approximately $1,332.9 million on September 30, 2024.

The decrease in our backlog primarily reflects the difficult industry conditions caused by the ongoing freight recession and general economic uncertainty, in addition to uncertainty with respect to U.S.

trade policy and engine emissions regulations, which are negatively impacting demand for new commercial vehicles.

trade policy and engine emissions regulations, which continue to negatively impact demand for new commercial vehicles.

Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each particular type of commercial vehicle ordered by a customer at our Rush Truck Centers by the recent average selling price for that type of commercial vehicle.

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We sell the majority of our new heavy-duty commercial vehicles by customer special order and we sell the majority of our medium- and light-duty commercial vehicles out of inventory.

Orders from several of our major fleet customers are included in our backlog as of June 30, 2025, and we expect to fill most of our backlog orders during 2025.

Orders from several of our major fleet customers are included in our backlog as of September 30, 2025, and we expect to fill most of our backlog orders during 2025.

Our Truck Segment is moderately seasonal.

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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-Q

Item 1. Financial Statements