What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-02-25 compared with 2025-02-24 · 105 added, 106 removed, 312 unchanged (40% of the section changed)

15 unchanged sentences

Fourth Quarter

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

As of February 17, 2026, there were nineteen record holders of Class A common stock and twenty-one 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.

The foregoing stock prices and the following share amounts have been adjusted to give retroactive effect to the stock split for all periods presented.

As of December 31, 2024, we have not sold any securities in the last three years that were not registered under the Securities Act.

We have not sold any securities in the last three years that were not registered under the Securities Act.

A summary of our stock repurchase activity for the fourth quarter of 2025 is as follows:

Part of Publicly Announced

Part of Publicly

Dollar Value of

1 unchanged sentence

Purchased Under

Programs (3)(4)

October 1 – October 31, 2025

2 unchanged sentences

The calculation of the average price paid per share does not give effect to any fees, commissions or other costs associated with the repurchase of such shares.

The shares represent Class A and Class B common stock repurchased by us.

The shares represent Class A and Class B common stock repurchased.

We repurchased shares in 2025 under a stock repurchase program announced on December 3, 2024, which authorized the repurchase of up to $150.0 million of our shares of Class A common stock and/or Class B common stock.

On May 29, 2025, we announced the approval of a $50.0 million increase to the stock repurchase program, effective May 29, 2025, authorizing management to repurchase, from time to time, up to an aggregate of $200.0 million of our shares of Class A common stock and/or Class B common stock.

This plan was terminated effective December 2, 2025;

1 unchanged sentence

On December 3, 2025, we announced the approval of a new stock repurchase program, effective December 3, 2025, 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 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 642,401 shares of Class A Common Stock at an average price paid per share of $50.68 and 128,351 shares of Class B Common Stock at an average price paid per share of $56.20.

Represents 585,606 shares of Class A common stock at an average price paid per share of $48.16.

Information regarding our equity compensation plans is incorporated by reference from Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters,” of this annual report on Form 10-K and should be considered an integral part of this Item 5.

2 unchanged sentences

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 12/31/2019 and tracks it through 12/31/2024.

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, 2020 and tracks it through December 31, 2025.

Rush Enterprises, Inc.

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

The foregoing performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

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

Not applicable

2 unchanged sentences

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, Blue Arc, Battle Motors, 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, leasing, insurance and financial services, vehicle upfitting, CNG fuel systems through our joint venture with Cummins and vehicle telematics products.

We offer an integrated approach to meeting customer needs by providing service, parts and collision repairs 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.

10 unchanged sentences

Gross profit decreased $70.8 million, or 4.6%, compared to 2024.

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 decreased 11.4%, compared to 2023, which accounted for 6.1% of the total U.S.

Gross profit as a percentage of sales remained at 19.6% in 2025, compared to 2024.

Our new Class 8 heavy-duty unit sales decreased 17.4%, compared to 2024, and accounted for 5.8% of the total U.S.

market and 1.4% of the total Canadian market.

Our new Class 4 through 7 medium-duty unit sales increased 5.1%, compared to 2023, including buses, which accounted for 5.3% of the total U.S.

Our new Class 4 through 7 medium-duty unit sales (including buses) decreased 4.8%, compared to 2024, and accounted for 5.7% of the total U.S.

market and 6.3% of the total Canadian market.

1 unchanged sentence

Used truck unit sales decreased 1.9% in 2025, compared to 2024.

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 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.

Aftermarket Products and Services revenues increased $7.2 million, or 0.3%, to $2,523.2 million, compared to $2,516.0 million in 2024.

Lease and rental revenues increased $14.6 million, or 4.1%, to $369.6 million, compared to $354.9 million in 2024.

Selling, General and Administrative (“SG&A”) expenses increased $0.6 million, or 0.1%, to $996.2 million, compared to $995.6 million in 2024.

Net interest expense decreased $24.6 million, or 34.7%, in 2025, compared to $70.9 million in 2024.

According to A.C.T.

1 unchanged sentence

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

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.

Class 8 truck retail sales are estimated to total 211,300 units in 2026, a 0.6% decrease compared to 212,707 units sold in 2025.

We expect our U.S.

11 unchanged sentences

We expect lease and rental revenue to increase approximately 3.0% during 2026, compared to 2025.

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.

In 2026, we expect demand for Aftermarket Products and Services to remain relatively weak through the first quarter.

However, we are optimistic that freight markets will improve in 2026 and that demand will pick up as the year progresses.

We believe that an improved freight market, along with 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

14 unchanged sentences

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.

The estimated net realizable value of new and used commercial inventory is determined based on an analysis of historical sales trends, the impact of market trends and economic conditions, and forecasts of future demand.

Our historical estimates of these costs and the related provisions have not differed materially from actual results.

However, unforeseen adverse future economic and market conditions could result in our actual results differing materially from our estimates.

Purchase Price Allocation, Intangible Assets and Goodwill

48 unchanged sentences

Total new vehicle unit sales

Used vehicles sales

Used vehicle sales

Vehicle revenue:

19 unchanged sentences

Heavy-Duty Truck Market

Many of our Rush Truck Centers sell heavy-duty trucks manufactured by Peterbilt, International, Hino or Battle Motors, and provide parts and service for heavy-duty trucks.

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.

14 unchanged sentences

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 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 estimates 211,300 new Class 8 commercial vehicles will be sold in the United States in 2026, compared to approximately 212,707 new Class 8 trucks sold in 2025.

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

5 unchanged sentences

We also sell light-duty vehicles (Class 3 and under) at several of our Ford dealerships.

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

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

Research currently estimates 218,225 new Class 4 through 7 commercial vehicles will be sold in the United States in 2026, compared to approximately 217,412 new Class 4 through 7 trucks sold in 2025.

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

to be approximately 240,700 in 2027.

Year Ended December 31, 2025, Compared to Year Ended December 31, 2024

Total revenues decreased $370.6 million, or 4.7%, in 2025, compared to 2024.

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 Aftermarket Products and Services revenues increased $7.2 million, or 0.3%, in 2025, compared to 2024.

The slight increase in Aftermarket Parts and Services revenues was primarily related to increased parts pricing.

Our revenues from sales of new and used commercial vehicles decreased $385.3 million, or 7.9%, in 2025, compared to 2024.

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.

The decrease in new and used commercial vehicle revenues was primarily a result of weak demand for Class 8 trucks caused by the freight recession and uncertainty with respect to U.S.

trade policy and engine emissions regulations.

We sold 12,770 new Class 8 trucks in 2025, a 17.4% decrease compared to 15,465 new heavy-duty trucks in 2024.

2 unchanged sentences

Our share of the new Canada Class 8 truck market was approximately 1.4% in 2025.

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.

The decrease in new commercial vehicle revenues was primarily a result of the freight recession and uncertainty with respect to U.S.

trade policy and engine emissions regulations.

We sold 13,278 new medium-duty commercial vehicles, including 1,681 buses, in 2025, a 4.7% decrease compared to 13,935 new medium-duty commercial vehicles, including 1,230 buses, in 2024.

The decrease in our Class 4 through 7 commercial vehicle sales in 2025 was primarily a result of challenging market conditions and regulatory uncertainty.

In 2025, we achieved a 5.7% share of the Class 4 through 7 commercial vehicle market in the U.S., compared to 5.3% in 2024.

Our share of the Canada medium-duty commercial vehicles market was approximately 6.3% in 2025.

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 3,007 new light-duty vehicles in 2025, a 42.9% increase compared to 2,105 new light-duty vehicles in 2024.

We sold 6,977 used commercial vehicles in 2025, a 1.9% decrease compared to 7,110 used commercial vehicles in 2024.

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

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.

The decrease was primarily a result of the freight recession.

Commercial vehicle lease and rental revenues increased $14.6 million, or 4.1%, in 2025, compared to 2024.

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.

This increase in commercial vehicle lease and rental revenues was primarily a result of growth in our full-service lease portfolio, supported by strong customer demand and a modernized fleet, which was partially offset by decreased rental utilization.

Finance and insurance revenues decreased $0.8 million, or 3.9%, in 2025, compared to 2024.

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

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

This decrease was primarily due to decreased new and used vehicle sales.

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

2 unchanged sentences

Gross profit decreased $70.8 million, or 4.6%, compared to 2024.

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 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.

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.

Gross profit as a percentage of sales remained flat at 19.6% in 2025 and 2024.

Gross margins from our Aftermarket Products and Services operations increased to 36.9% in 2025, from 36.7% in 2024.

Gross profit for Aftermarket Products and Services increased to $930.5 million in 2025, from $924.5 million in 2024.

This increase was primarily related to increased parts pricing and rebates received from manufacturers.

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

3 unchanged sentences

Gross margins on new Class 8 truck sales decreased to 8.6% in 2025, from 9.7% in 2024.

The decrease in gross margins was primarily due to the freight recession and a more competitive sales environment.

In 2026, we expect overall gross margins from new heavy-duty truck sales of approximately 8.5% to 9.5%.

Gross margins on new Class 4 through 7 commercial vehicle sales increased to 9.2% in 2024, from 9.0% in 2023.

This increase was primarily due to the mix of purchasers during 2024.

Gross margins on new Class 4 through 7 commercial vehicle sales decreased to 7.8% in 2025, from 9.7% in 2024.

This decrease was primarily due to challenging industry conditions and a shift in the mix of customers during 2025.

For 2026, we expect overall gross margins from new medium-duty commercial vehicle sales of approximately 7.0% 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 increased to 18.9% in 2024, from 12.4% in 2023.

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

Gross margins on used commercial vehicle sales decreased to 13.6% in 2025, from 18.9% in 2024.

This decrease was primarily due to a shift in customer mix between wholesale and retail.

We expect margins on used commercial vehicles to range between 11.0% and 16.0% in 2026.

2 unchanged sentences

We expect gross margins from lease and rental sales of approximately 27.0% to 29.0% during 2026.

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.

Selling, General and Administrative Expenses

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.

SG&A expenses increased $0.6 million, or 0.1%, in 2025, compared to 2024.

SG&A expenses as a percentage of total revenues increased to 13.4% in 2025, from 12.8% in 2024.

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

5 unchanged sentences

Interest Expense, Net

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

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 2025 to decrease compared to 2024 due to decreased commercial vehicle inventory levels and lower interest rates.

Net interest expense decreased $24.6 million, or 34.7%, in 2025, compared to 2024.

This decrease in interest expense was primarily the result of decreased inventory levels and lower interest rates on our variable rate debt compared to 2024.

We expect net interest expense to decrease in 2026 compared to 2025 due to decreased commercial vehicle inventory levels, lower interest rates and how we choose to finance our vehicle inventory.

Income before Income Taxes

16 unchanged sentences

(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 both our Peterbilt and BMO Floor Plan Credit Agreements;

(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 RTC Canada, PFC 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.

3 unchanged sentences

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.

As of December 31, 2025, we were in compliance with all debt covenants related to debt secured by the BMO Floor Plan Credit Agreement and the WF Credit Agreement.

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

10 unchanged sentences

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 December 31, 2024, we had repurchased $6.5 million of our shares of common stock under the current stock repurchase program.

As of December 31, 2025, we have not repurchased any of our shares of common stock under the current stock repurchase program.

The current stock repurchase program expires on December 31, 2026, and may be suspended or discontinued at any time.

We anticipate funding the capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows.

We anticipate funding capital expenditures for the improvement and expansion of existing facilities and recurring expenses through our operating cash flows.

We have the ability to fund the construction or purchase of new facilities through our operating cash flows or by financing.

We have no other material commitments for capital expenditures as of December 31, 2024.

However, we will continue to purchase vehicles for our lease and rental operations and authorize capital expenditures for the improvement or expansion of our existing dealership facilities and construction or purchase of new facilities based on market opportunities.

We are currently under contract to build a new facility on the land adjacent to our current location in Huntley, Illinois with a current budget of $23.6 million and a new facility in Conroe, Texas with a budget of $20.0 million.

We will continue to purchase vehicles for our lease and rental operations and authorize capital expenditures for the improvement or expansion of our existing dealership facilities and construction or purchase of new facilities based on market opportunities.

In accordance with U.S.

GAAP, we report floorplan borrowings financed with lenders affiliated with our vehicle manufacturers within Cash Flows from Operating Activities in the Consolidated Statements of Cash Flows.

We report floorplan borrowings financed with lenders that are not affiliated with our vehicle manufacturers within Cash Flows from Financing Activities in the Consolidated Statements of Cash Flows.

Refer to Note 7 - Floorplan Notes Payable and Line of Credit and Note 8 - Long-Term Debt within our Notes to Consolidated Financial Statements for additional discussion of our floorplan financing agreements and other debt structure.

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

10 unchanged sentences

Net cash provided by operating activities primarily consisted of $266.0 million in net income, as well as non-cash adjustments related to depreciation and amortization of $252.8 million, provision for deferred income tax of $28.8 million and stock-based compensation of $31.7 million.

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

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.

Cash provided by operating activities included an aggregate of $397.5 million net change in operating assets and liabilities.

Net change in operating assets and liabilities were primarily the result of $1.8 million from the decrease in customer deposits, $15.8 million from the decrease in accrued liabilities, $73.2 from the decrease in accounts receivable and $354.9 from the decrease in inventory which were offset primarily by cash outflows of $112.6 million from the decrease in floor plan financing from our manufacturers, $13.7 million from the decrease in accounts payable and $34.8 million from the decrease in current assets.

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.

During 2024, operating activities resulted in net cash provided by operations of $619.6 million.

Net cash provided by operating activities primarily consisted of $305.0 million in net income, as well as non-cash adjustments related to depreciation and amortization of $236.1 million, provision for deferred income tax of $19.8 million and stock-based compensation of $30.4 million.

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

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.

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 the increase in accounts receivable, $81.9 million from the decrease in accounts payable and $85.1 million from the increase in inventory.

Cash Flows from Investing Activities

3 unchanged sentences

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

Capital expenditures totaled $433.0 million during 2024 and consisted primarily of purchases of property and equipment, improvements to our existing dealership facilities and $368.5 million for purchases of rental and lease vehicles for the rental and leasing operations.

Capital expenditures totaled $399.8 million during 2025 and consisted primarily of purchases of property and equipment, improvements to our existing dealership facilities and $289.6 million for purchases of commercial vehicles for our rental and leasing operations.

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 31,2024.

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.

Capital expenditures totaled $368.9 million during 2024 and consisted primarily of purchases of property and equipment, improvements to our existing dealership facilities and $263.9 million for purchases of rental and lease vehicles for the rental and leasing operations.

Capital expenditures totaled $433.0 million during 2024 and consisted primarily of purchases of property and equipment, improvements to our existing dealership facilities and $368.5 million for purchases of commercial vehicles for our rental and leasing operations.

Cash Flows from Financing Activities

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

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.

Additionally, during 2024, we paid cash dividends of $55.5 million and used $15.7 million to repurchase shares of Rush Class A common stock and Rush Class B common stock.

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

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

During 2025, our financing activities resulted in net cash used of $460.4 million.

The cash outflows consisted primarily of $1,270.5 million used for principal repayments of long-term debt and finance lease obligations, $1.4 million for taxes paid related to net share settlement of equity awards and $69.0 million from net draws on floor plan note payable (non-trade).

Additionally, during 2025, we paid cash dividends of $58.3 million and used $194.9 million to repurchase shares of our Class A and Class B common stock.

These cash outflows were partially offset by borrowings of $1,117.5 million of long-term debt and $16.3 million from the issuance of shares related to equity compensation plans.

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

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.

Additionally, during 2024, we paid cash dividends of $55.5 million and used $15.7 million to repurchase shares of our Class A and Class B common stock.

On September 14, 2021, we entered into the WF Credit Agreement with the WF lenders and the WF Agent.

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.

We expect to use the revolving credit loans available under the WF Credit Agreement primarily for the purpose of purchasing commercial vehicles for our Idealease lease and rental fleet.

On September 14, 2021, we entered into the WF Credit Agreement.

Pursuant to the terms of the WF Credit Agreement (as amended), the WF Lenders 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.

We use the revolving credit loans primarily for purchasing commercial vehicles for our Idealease lease and rental fleet.

We may borrow, repay and reborrow amounts pursuant to the WF Credit Agreement from time to time until the maturity date.

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 SOFR plus (i) 1.25% or (ii) 1.5%, depending on our consolidated leverage ratio or (B) on or after the term SOFR transition date, the term 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 WF 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.

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) 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.

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 December 31, 2025, we had approximately $22.3 million outstanding under the WF Credit Agreement.

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.

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

Pursuant to the terms of the PLC Agreement (as amended), 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.

3 unchanged sentences

On December 31, 2025, we had approximately $220.0 million outstanding under the PLC Agreement.

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

Pursuant to the terms of the RTC Canada Revolving Credit Agreement (as amended), 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 on September 14, 2026.

On September 30, 2025, we had approximately $40.4 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 90 days or less from the date the commercial vehicles are invoiced from the factory.

2 unchanged sentences

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.

On December 16, 2024, we entered into the 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.

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 December 31, 2025, we had approximately $380.0 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 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.

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 BMO Floor Plan Credit Agreement (as amended) with BMO Bank and the lenders signatory thereto.

This agreement previously 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.

3 unchanged sentences

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.

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 December 31, 2025, we had approximately $263.7 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 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 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.

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

Pursuant to the terms of the RTC Canada Floor Plan Credit Agreement (as amended), BMO originally 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 June 13, 2025, the RTC Canada Floor Plan Credit Agreement was amended to increase the loan commitment to $171.7 million CAD.

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

1 unchanged sentence

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.

Advances required to be made in USD dollars bear interest per annum, payable monthly, at SOFR, plus 1.20%.

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

On September 30, 2025, we had approximately $81.7 million CAD outstanding 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.

5 unchanged sentences

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