What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-07 · 211 added, 354 removed, 499 unchanged (53% of the section changed)

4 unchanged sentences

(In Thousands, Except Shares)

September 30,

Current assets:

1 unchanged sentence

Accounts receivable, net

Notes receivable from affiliate

Note receivable, affiliate

Inventories, net

33 unchanged sentences

Retained earnings

Accumulated other comprehensive (loss)

Accumulated other comprehensive income (loss)

Total Rush Enterprises, Inc.

9 unchanged sentences

Three 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 disposition of assets

Gain (loss) on sale of assets

Operating income

Other income (expense)

Other income (loss), net

Interest expense, net

1 unchanged sentence

Income tax provision

Net income attributable to noncontrolling interest

Net income loss attributable to noncontrolling interest

Net income attributable to Rush Enterprises, Inc.

9 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Comprehensive income

Comprehensive income attributable to noncontrolling interest

Comprehensive income (loss) attributable to noncontrolling interest

Comprehensive income attributable to Rush Enterprises, Inc.

5 unchanged sentences

Comprehensive Income

Rush Enterprises, Shareholders’

Total Rush Enterprises, Inc.

Shareholders’

Non-controlling

Shareholders’

Class A Class B

Balance, December 31, 2025

8 unchanged sentences

Balance, March 31, 2026

Stock options exercised and stock awards

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

Vesting of restricted share awards

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, 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’

Comprehensive Income

Total Rush Enterprises, Inc.

Shareholders’

Non-controlling

Shareholders’

Class A Class B

Income (Loss)

Balance, December 31, 2024

8 unchanged sentences

Balance, March 31, 2025

Stock options exercised and stock awards

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

Vesting of restricted share awards

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, 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)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

2 unchanged sentences

Gain on sale of property and equipment

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

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

Provision for deferred income tax expense

3 unchanged sentences

Change in trade accounts payable

Draws (payments) on floor plan financing – trade, net

Change in customer deposits

Change in accrued expenses

Net cash provided by operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

2 unchanged sentences

Change in notes receivable from affiliate

Business acquisition, net of cash acquired

Net cash used in investing activities

Cash flows from financing activities:

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

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

Proceeds from long-term debt

1 unchanged sentence

Principal payments on finance lease obligations

Proceeds from employee stock options and stock purchases

Proceeds from issuance of shares related to employee stock options and employee stock purchases

Taxes paid related to net share settlement of equity awards

1 unchanged sentence

Common stock repurchased

Net cash provided (used in) by financing activities

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

Net cash provided by (used in) financing activities

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

Effect of exchange rate on cash

11 unchanged sentences

1 – Principles of Consolidation and Basis of Presentation

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

The 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 $ 5.7 million as of September 30, 2025.

Restricted cash consists of deposits for the statutory restriction on cash related to the Company’s captive insurance company of $ 6.7 million as of March 31, 2026.

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 monthly exchange rate during each quarter.

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

2 unchanged sentences

From time to time, the Company is involved in litigation arising out of its operations in the ordinary course of business.

The Company maintains liability insurance, through self-insurance and third-party excess insurance, including product liability coverage, in amounts deemed adequate by management.

The Company maintains liability insurance through self-insurance, a captive insurer and third-party excess insurance, including product liability coverage, in amounts deemed adequate by management.

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 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.

As of March 31, 2026, 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.

2 unchanged sentences

Three 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 and director stock options and restricted share 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 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):

Options to purchase shares of common stock that were outstanding for the three months ended March 31, 2026 and 2025 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

September 30,

Nine Months Ended

September 30,

Weighted average anti-dilutive options

2 unchanged sentences

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 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.

Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options, and included in selling, general and administrative expense, was $ 14.5 million for the three months ended March 31, 2026, and $ 13.7 million for the three months ended March 31, 2025.

As of March 31, 2026, the Company had $ 20.9 million of unrecognized compensation expense related to non-vested employee stock options to be recognized over a weighted-average period of 2.5 years and $ 25.2 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.6 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 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 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 March 31, 2026, and December 31, 2025.

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

Under the fair value hierarchy established by ASC 820-10-35, the inputs used to determine the market value of the Company’s debt are classified as Level 2.

Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, variable interest rates, credit rating, collateral and liquidity.

The fair value of the Company’s long-term debt is based on secondary market indicators.

Because the Company’s debt is not quoted, estimates are based on each obligation’s characteristics, including remaining maturities, variable interest rate, credit rating, collateral and liquidity.

Accordingly, the Company concluded that the valuation measurement inputs of its long-term debt represent, at its lowest level, current market interest rates available to the Company for similar debt and the Company’s current credit standing.

12 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 ASC 280-10.

These operating segments do not meet the quantitative thresholds for separate reporting as specified under the guidance of Accounting Standards Update (“ASU”) 2023-07.

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 September 30, 2025 and 2024 (in thousands):

Truck Segment

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

Revenues from external customers

Cost of products sold

Controllable expenses

Allocated expenses

Segment operating income (loss)

Other Income (loss)

Interest income

Interest expense

Net income (loss)

Segment assets

Capital expenditures

Depreciation and amortization

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

Revenues from external customers

Cost of products sold

Controllable expenses

Allocated expenses

Segment operating income (loss)

Other Income (loss)

Interest income

Interest expense

Net income (loss)

Segment assets

Capital expenditures

Depreciation and amortization

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

As of and for the three months ended March 31, 2026

Revenues from external customers

2 unchanged sentences

Allocated expenses

Segment operating income (loss)

Other Income (loss)

Segment operating income

Other Income (loss), net

Interest income

4 unchanged sentences

Depreciation and amortization

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

As of and for the three months ended March 31, 2025

Revenues from external customers

3 unchanged sentences

Segment operating income (loss)

Other Income (loss)

Other Income (loss), net

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 September 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 $ 7.9 million as a component of accrued liabilities as of March 31, 2026 and December 31, 2025, 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 September 30, 2025 and December 31, 2024.

The Company had approximately $ 625,000 accrued for the payment of interest as of March 31, 2026 and December 31, 2025.

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 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 revenues are generated from the sale of finished products to customers.

Those 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:

1 unchanged sentence

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 nine months ended September 30, 2025 and 2024 (in thousands):

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Commercial vehicle sales

Parts 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 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.

The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

New and used commercial vehicles

Commercial vehicle repair services

The Company's performance obligations are 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 March 31, 2026.

Revenues related to commercial vehicle sales, parts sales, commercial vehicle repair service, finance and most other revenues are related to the Truck Segment.

Lease of Vehicles as Lessor

7 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 nine months ended September 30, 2025 and September 30, 2024 consisted of the following (in thousands):

Lease and rental income during the three months ended March 31, 2026 and March 31, 2025 consisted of the following (in thousands):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Minimum rental payments

5 unchanged sentences

Balance as of March 31, 2026

Foreign currency translation adjustment

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.

Results of operations of RTC Canada are translated into USD using the monthly average exchange rates during the year.

Results of operations of RTC Canada are translated into USD using the average exchange rates monthly during the year.

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 shareholders' equity in accumulated other comprehensive income (loss) and the statement of comprehensive income.

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

11 – Accounts Receivable and Allowance for Credit Losses

The Company establishes an allowance for credit losses to present the net amount of accounts receivable expected to be collected.

Under Accounting Standards Update No.

Under ASU No.

2016-13, Financial Instruments — Credit Losses (Topic 326):

6 unchanged sentences

December 31, 2025

Provision for the Nine Months Ended September 30, 2025

Write offs Against Allowance,

net of Recoveries

September 30, 2025

Provision For the Three Months Ended March 31, 2026

Write offs Against Allowance, net of Recoveries

March 31, 2026

Commercial vehicle receivables

2 unchanged sentences

Other receivables

12 – Acquisitions

The following acquisitions, unless otherwise noted, were considered business combinations accounted for under ASC 805 “Business Combinations.” Pro forma information was not included in accordance with ASC 805 because the acquisitions were not considered material.

On July 15, 2024, we acquired certain assets of Nebraska Peterbilt, which included real estate and a Peterbilt commercial vehicle franchise in Grand Island and North Platte, Nebraska, along with commercial vehicle and parts inventory.

The transaction was valued at approximately $ 16.5 million, with the purchase price paid in cash.

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

12 – Acquisition

The following acquisition was considered a business combination accounted for under ASC 805 “Business Combinations.” Pro forma information was not included in accordance with ASC 805 because the acquisition was not considered material.

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

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.

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

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

22 unchanged sentences

Ford ® is a registered trademark of Ford Motor Company.

Dennis Eagle ® is a registered trademark of Dennis Eagle Limited.

Cummins ® is a registered trademark of Cummins, Inc.

Blue Arc ® is a registered trademark of The Shyft Group Inc.

Battle Motors ® is a registered trademark of Battle Motors, Inc.

This report contains additional trade names or trademarks of other companies.

4 unchanged sentences

We are a full-service, integrated retailer of commercial vehicles and related services.

The Truck Segment includes our operation of a network of commercial vehicle dealerships under the name “Rush Truck Centers.” Rush Truck Centers primarily sell commercial vehicles manufactured by Peterbilt, International, Hino, Ford, Isuzu, IC Bus, Blue Bird, Dennis Eagle, Blue Arc and Battle Motors.

Through our strategically located network of Rush Truck Centers, we provide one-stop service for the needs of our commercial vehicle customers, including retail sales of new and used commercial vehicles, aftermarket parts sales, service and repair facilities, financing, leasing and rental, and insurance products.

2 unchanged sentences

We own an 80% equity interest in Rush Truck Centres of Canada Limited (“RTC Canada”).

RTC Canada currently owns and operates 12 International dealership and 2 IC Bus dealership locations in Ontario.

RTC Canada also sells IC Busses in Quebec and the Maritimes.

RTC Canada currently owns and operates 12 International dealerships and 2 IC Bus dealerships in Ontario.

RTC Canada also sells IC Buses in the provinces of Quebec, New Brunswick, Nova Scotia and Prince Edward Island.

The operating results of RTC Canada are consolidated in the Consolidated Statements of Operations, the Statements of Comprehensive Income, the Consolidated Balance Sheets and commercial vehicle unit sales data.

4 unchanged sentences

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

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 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 solid through the end of the year, we also expect continued weak demand from our over-the-road customers, our largest customer segment.

Class 8 retail truck sales to be 224,800 units in 2026, which would represent a 5.7% increase compared to 2025.

While uncertainty related to economic conditions and global events, along with significantly increased fuel prices, continues to weigh on the market, we expect demand for new Class 8 truck to increase as the year progresses.

We expect our U.S.

market share of new Class 8 truck sales to range between 5.3% and 6.0% in 2026 based on A.C.T.

Research’s current forecast of 216,300.

Research’s current forecast.

This market share percentage would result in the sale of approximately 12,000 to 13,500 new Class 8 trucks in 2026.

2 unchanged sentences

Class 4 through 7 retail commercial vehicle sales, A.C.T.

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 vehicles will remain stable through the end of the year.

Research currently forecasts sales to be 218,225 units in 2026, which would represent a 0.4% increase compared to 2025.

We believe that most medium-duty customers will remain cautious in 2026 and will look to replace vehicles rather than expand their fleets.

We expect our U.S.

market share of new Class 4 through 7 commercial vehicle sales to range between 4.8% and 5.3% in 2026 based on A.C.T.

Research’s current forecast of 227,225.

Research’s current forecast.

This market share percentage would result in the sale of approximately 10,500 to 11,500 new Class 4 through 7 commercial vehicles in 2026.

We expect to sell approximately 440 new Class 5 through 7 commercial vehicles in Canada in 2026.

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.

We expect to sell approximately 2,900 light-duty vehicles and approximately 7,250 used commercial vehicles in 2026, and we expect lease and rental revenue to increase approximately 2.5% during 2026, compared to 2025.

With respect to our parts, service, and collision center (collectively referred to herein as “Aftermarket Products and Services”) operations, while macroeconomic factors continue to pressure aftermarket demand, we are beginning to see encouraging indicators of improving market conditions, including increases in both freight activity and miles driven, which we believe will support higher parts and service demand as the year progresses.

We believe that our Aftermarket Products and Services revenues will be flat to slightly up in 2026, compared to 2025.

Critical Accounting Estimates

The preparation of our interim unaudited consolidated financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities in our interim unaudited consolidated financial statements and accompanying notes.

The preparation of our interim unaudited consolidated financial statements in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities in our interim unaudited consolidated financial statements and accompanying notes.

In accordance with GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances.

1 unchanged sentence

Actual results might differ from these estimates under different assumptions or conditions.

Our significant accounting policies are discussed in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the heading "Critical Accounting Policies and Estimates" in our Form 10-K.

There were no material changes to our significant accounting policies.

Results of Operations

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 discussion and analysis include our historical results of operations for the three months ended March 31, 2026, and 2025.

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

Three Months Ended

September 30,

Nine Months Ended

September 30,

New and used commercial vehicle sales

15 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

Gross Profit:

6 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Vehicle unit sales:

4 unchanged sentences

Used vehicles

Vehicle revenue:

Vehicle revenues:

New heavy-duty vehicles

3 unchanged sentences

Used vehicle revenue

Other vehicle revenue (1)

Dealership absorption ratio:

Other vehicle revenues:

Absorption ratio:

(1) Includes sales of truck bodies, trailers and other new equipment.

2 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 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.

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.

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 126.9% absorption ratio for the first quarter of 2026, compared to a 128.6% absorption ratio for the first quarter of 2025.

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Total revenues decreased $166.6 million, or 9.0%, in the first quarter of 2026, compared to the first quarter of 2025.

This decrease was primarily the result of decreased sales of new commercial vehicles due to weak demand from most customer segments.

Our Aftermarket Products and Services revenues totaled $627.2 million in the first quarter of 2026, up 1.3% from the first quarter of 2025.

The increase in Aftermarket Parts and Services revenues was primarily related to the successful execution of certain strategic initiatives and increased parts pricing.

Revenues from sales of new and used commercial vehicles decreased $175.6 million, or 15.5%, in the first quarter of 2026, compared to the first quarter of 2025.

The decrease in new and used commercial vehicle revenues was primarily the result of continued weak demand from over-the-road and medium-duty customers.

We sold 3,035 new Class 8 trucks in the first quarter of 2026, a 5.8% decrease compared to 3,222 new Class 8 trucks sold in the first quarter of 2025.

The decrease in new Class 8 truck sales was primarily related to continued weak demand from over-the-road customers.

Class 8 retail truck sales totaled 41,023 units in the first quarter of 2026, a decrease of 21.0% compared to the first quarter of 2025, according to ACT Research.

We sold 2,169 new Class 4 through 7 medium-duty commercial vehicles, including 335 buses, in the first quarter of 2026, a 34.8% decrease compared to 3,329 new medium-duty commercial vehicles, including 310 buses, in the first quarter of 2025.

The decrease in new Class 4 through 7 commercial vehicle sales was primarily the result of weak demand from most customer segments, in addition to the timing of deliveries and orders from certain of our larger fleet customers.

Class 4 through 7 retail commercial vehicle sales totaled 49,079 units in the first quarter of 2026, down 25.6% compared to the first quarter of 2025, according to ACT Research.

We sold 516 light-duty vehicles in the first quarter of 2026, a 9.8% increase compared to 470 light-duty vehicles sold in the first quarter of 2025.

We sold 1,865 used commercial vehicles in the first quarter of 2026, a 5.4% increase compared to 1,769 used commercial vehicles in the first quarter of 2025.

Commercial vehicle lease and rental revenues increased $2.0 million, or 2.2%, in the first quarter of 2026, compared to the first quarter of 2025.

The increase in commercial vehicle lease and rental revenues was primarily due to an increase in the delivery of new leased vehicles, which was partially offset by a slight decrease in rental utilization.

Finance and insurance revenues increased $0.4 million, or 7.7%, in the first quarter of 2026, compared to the first quarter of 2025.

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

In general, larger fleet customers usually arrange their own financing.

We are more likely to provide financing to owner-operators and smaller fleet customers.

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

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.

Gross profit decreased $14.0 million, or 10.2%, in the first quarter of 2026, compared to the first quarter of 2025.

This decrease is primarily related to decreased demand for new commercial vehicles due to challenging industry conditions.

Gross profit as a percentage of sales increased to 20.4% in the first quarter of 2026, from 19.3% in the first quarter of 2025.

Gross margins from our Aftermarket Products and Services operations increased to 36.3% in the first quarter of 2026, from 35.8% in the first quarter of 2025.

Gross profit for the Aftermarket Products and Services departments increased to $227.4 million in the first quarter of 2026, from $221.3 million in the first quarter of 2025.

This increase is primarily related to rebates received from certain parts manufacturers.

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 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.

Gross profits from parts sales represented 57.3% of total gross profit for Aftermarket Products and Services operations in the first quarter of 2026 and 58.3% in the first quarter of 2025.

Service and collision center operations represented 42.7% of total gross profit for Aftermarket Products and Services operations in the first quarter of 2026 and 41.7% in the first quarter of 2025.

We expect blended gross margins on Aftermarket Products and Services operations to range from 35.5% to 37.5% in 2026.

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.

Gross margins on new Class 8 truck sales decreased to 7.8% in the first quarter of 2026, from 9.0% in the first quarter of 2025.

This decrease was primarily due to weak demand and a competitive pricing environment due to challenging industry conditions.

In 2026, we expect overall gross margins from new heavy-duty truck sales of approximately 8.0% to 9.0%.

Gross margins on new Class 4 through 7 commercial vehicle sales increased to 8.8% in the first quarter of 2026, from 7.9% in the first quarter of 2025.

This increase was primarily due to the mix of purchasers during the first quarter of 2026.

For 2026, we expect overall gross margins from new medium-duty commercial vehicle sales of approximately 7.5% 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 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.

Gross margins on used commercial vehicle sales decreased to 12.1% in the first quarter of 2026, from 14.4% in the first quarter of 2025.

This decrease was primarily due to a change in sales mix between wholesale and retail.

We expect margins on used commercial vehicles to range between 12.0% and 17.0% in 2026.

Gross margins from truck lease and rental sales decreased to 27.7% in the first quarter of 2026, from 28.2% in the first quarter of 2025.

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

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 $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.

Selling, General and Administrative (“SG&A”) expenses decreased $6.2 million, or 2.5%, in the first quarter of 2026, compared to the first quarter of 2025.

This decrease was primarily a result of our ongoing efforts to control our operating expenses.

SG&A expenses as a percentage of total revenues increased to 14.4% in the first quarter of 2026, from 13.4% in the first quarter of 2025.

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 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.

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

For 2026, 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 $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.

Net interest expense decreased $6.5 million, or 50.6%, in the first quarter of 2026, compared to the first quarter of 2025.

This decrease in interest expense is primarily the result of decreased interest rates and borrowings.

We expect net interest expense in 2026 to decrease compared to 2025, 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 $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.

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, 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 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 $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 $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.

As a result of the factors described above, income before income taxes decreased $3.2 million, or 4.0%, in the first quarter of 2026, compared to the first quarter of 2025.

Income taxes decreased $4.2 million, or 23.6%, in the first quarter of 2026, compared to the first quarter of 2025.

We provided for taxes at an 18.2% effective rate in the first quarter of 2026 and 22.8% in the first quarter of 2025.

The first quarter effective tax rate of 18.2% differs from the US statutory tax rate of 21% primarily due to the tax benefits recognized during the quarter that were associated with increased exercises of stock options and the value of our Class A common stock at the time of such exercise.

For the year ending December 31, 2026, we expect our overall effective tax rate to range from 21.0% to 23.0%.

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

As of March 31, 2026, we had working capital of approximately $672.4 million, including $239.7 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 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 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.

There were no advances outstanding under this secured line of credit on March 31, 2026, 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 March 31, 2026.

Our floor plan credit agreement with BMO Bank, N.A.

(“BMO Bank”), and the lenders signatory thereto 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 March 31, 2026, we were in compliance with all debt covenants related to our floor plan credit agreement with BMO Bank and our 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 2026.

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.

During the first quarter of 2026, we paid a cash dividend of $14.7 million.

Additionally, on April 27, 2026, 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 June 10, 2026, to all shareholders of record as of May 12, 2026.

The total dividend disbursement is estimated at approximately $14.7 million.

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, 2025.

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 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.

Repurchases, if any, are 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 of shares 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.

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

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We anticipate funding the 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 are currently under contract to construct a new facility on the land adjacent to our current location in Huntley, IL with a current budget of $23.8 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.

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

We are currently under contract to construct a new facility in Conroe, Texas with a current budget of $20.0 million.

We signed a purchase agreement to acquire certain assets of Peterbilt of Louisiana, which will include real estate and several Peterbilt commercial vehicle franchises in Louisiana and Mississippi, along with commercial vehicle and parts inventory.

We expect the purchase price to be $35.0 million, plus the value of the inventory on the closing date, with the purchase price paid in cash.

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.

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

Nine Months Ended

September 30,

Ended March 31,

Net cash provided by (used in):

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Financing activities

Effect of exchange rate changes on cash

Net (decrease) increase in cash

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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 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.

Cash provided by operating activities included an aggregate of $314.5 million net changes in operating assets and liabilities.

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, 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.

During the first quarter of 2026, operating activities resulted in net cash provided by operations of $60.4 million.

Net cash provided by operating activities primarily consisted of $61.7 million in net income, stock-based compensation of $14.5 million, cash used in floor plan financing of $36.2 million, provision for deferred income tax of $4.3 million as well as non-cash adjustments related to depreciation and amortization of $64.6 million.

Cash used by operating activities included an aggregate of $48.5 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were cash inflows of $89.5 million from the increase in accounts payable, $6.2 million from the decrease in accounts receivable and $9.2 million from the increase in other current assets, which was offset primarily by cash outflows of $85.5 million from the increase in inventories, $25.6 million from the decrease in customer deposits and $42.3 million from the decrease in accrued expenses.

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

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

During the first quarter of 2025, operating activities resulted in net cash provided by operations of $153.5 million.

Net cash provided by operating activities primarily consisted of $60.6 million in net income, as well as non-cash adjustments related to depreciation and amortization of $61.5 million, and stock-based compensation of $13.7 million.

Cash used by operating activities included an aggregate of $16.6 million net change in operating assets and liabilities.

Included in the net change in operating assets and liabilities were cash inflows of $75.4 million from the increase in accounts payable and $50.3 million from the decrease in accounts receivable, which was offset primarily by cash outflows of $77.0 million from the increase in inventories, $12.6 million from the decrease in customer deposits and $19.6 million from the decrease in accrued expenses.

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

Cash Flows from Investing Activities

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 $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.

During the first quarter of 2026, cash used in investing activities was $60.6 million.

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

Acquisition of property and equipment totaled $66.0 million during the first three months of 2026 and consisted of purchases of machinery and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $48.2 million for purchases of rental and lease vehicles for our rental and leasing operations.

During the first quarter of 2025, cash used in investing activities was $97.2 million.

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

Acquisition of property and equipment totaled $109.1 million during the first three months of 2025 and consisted of purchases of machinery and shop equipment, furniture and fixtures, real estate and facilities, improvements to our existing dealership facilities and $94.0 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 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.

During the first quarter of 2026, financing activities resulted in net cash provided of $27.3 million, primarily related to $38.8 million from net draws on non-trade floor plan notes payable, $14.6 million from borrowings of long-term debt and $15.9 million from the issuance of shares related to equity compensation plans.

These cash inflows were offset by cash outflows of $17.2 million used for principal repayments of long-term debt and finance lease obligations, $9.5 million for taxes paid related to net share settlement of equity awards and $15.3 million used for payment of cash dividends.

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 quarter of 2025, financing activities resulted in net cash used in financing activities of $56.4 million, primarily related to $288.4 million from borrowings of long-term debt and $6.2 million from the issuance of shares related to equity compensation plans.

These cash inflows were offset by cash outflows of $0.6 million from net draws on floor plan notes payable, non-trade, $293.2 million used for principal repayments of long-term debt and finance lease obligations, $29.6 million used for repurchases of common stock, $9.4 million for taxes paid related to net share settlement of equity awards and $14.4 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”).

On September 14, 2021, we entered into a credit agreement with WF, 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.

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.

We 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.

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 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.

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.

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

On March 31, 2026, we had approximately $20.3 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 September 30, 2025, we had approximately $220.0 million outstanding under the PLC Agreement.

On March 31, 2026, 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 September 30, 2025, we had approximately $53.9 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

On March 31, 2026, we had approximately $47.9 million CAD outstanding under the RTC Canada Revolving Credit Agreement.

The $47.9 million CAD outstanding revolving credit loans pursuant to terms of the RTC Canada Revolving Credit Agreement maturing on September 16, 2026, have been classified as long-term debt under the assumption that the Company’s WF Credit Agreement (as amended) could be used to refinance this debt, if required.

On March 31, 2026, the Company had $154.7 million in availability under the WF Credit Agreement.

The Company intends to refinance the RTC Canada Revolving Credit Agreement in 2026.

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 may finance the commercial vehicle under the credit agreements described below.

If the commercial vehicle is not sold within the interest-free period, we 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 September 30, 2025, we had approximately $480.0 million outstanding under the PFC Floor Plan Credit Agreement.

On March 31, 2026, we had approximately $343.8 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.

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

On March 31, 2026, we had approximately $322.3 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.

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.

The RTC Canada Floor Plan Credit Agreement (as amended), includes an aggregate loan commitment of $171.7 million CAD of revolving credit loans to finance RTC Canada’s purchase of new and used vehicle inventory.

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

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

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 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.

On March 31, 2026, we had approximately $120.5 million CAD outstanding under the RTC Canada Floor Plan Credit Agreement.

On March 31, 2026, the Company had $154.7 million in availability under the WF Credit Agreement.

The Company intends to refinance the RTC Canada Revolving Credit Agreement in 2026.

On March 31, 2026, our backlog of commercial vehicle orders was approximately $1,463.8 million, compared to a backlog of commercial vehicle orders of approximately $1,401.3 million on March 31, 2025.

Our backlog is determined quarterly by multiplying the number of new commercial vehicles for each 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.

We include only confirmed orders in our backlog.

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The delivery time for a custom-ordered commercial vehicle varies depending on the truck specifications and demand for the model ordered.

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 September 30, 2025, and we expect to fill most of our backlog orders during 2025.

We sell most 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 March 31, 2026, and we expect to fill most of our backlog orders during 2026, assuming that the manufacturers we represent can meet their current production schedule.

Our Truck Segment is moderately seasonal.

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We have incurred, and will continue to incur, capital and operating expenditures and other costs in complying with such laws and regulations.

Our operations involving the use, handling, storage, and disposal of hazardous and nonhazardous materials are subject to the requirements of the federal Resource Conservation and Recovery Act, or RCRA, and comparable state and provincial statutes.

Pursuant to these laws, federal state and provincial environmental agencies have established approved methods for handling, storage, treatment, transportation, and disposal of regulated substances with which we must comply.

Pursuant to these laws, federal and state environmental agencies have established approved methods for handling, storage, treatment, transportation, and disposal of regulated substances with which we must comply.

Our business also involves the operation and use of aboveground and underground storage tanks.

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We are also subject to federal and state laws and regulations governing commercial vehicle engine emissions.

Many of these laws and regulations are rapidly changing and subject to multiple legal challenges.

The Environmental Protection Agency (“EPA”) and the National Highway Traffic Safety Administration on behalf of the U.S.

Department of Transportation, previously issued rules associated with reducing greenhouse gas (“GHG”) and Nitrogen Oxide (“NOx”) emissions and improving the fuel efficiency of medium and heavy-duty trucks and buses.

One of these rules, referred to herein as the “EPA 2027 Low NOx” rule, requires commercial vehicle engines to emit significantly less NOx than most such engines do today, beginning in model year 2027.

In March 2024, the EPA issued an additional rule associated with reducing GHG emissions from heavy-duty trucks and buses for model years 2027 through 2032 (the “GHG-3” rule).

While the GHG-3 rule claims to be technology neutral, in order to comply with the rule, commercial vehicle engine manufacturers would be required to manufacture an increasing percentage of “zero-emission” vehicles over time, which would likely reduce the number of diesel internal combustion engines (“ICE”) vehicles that could be manufactured over that time period.

Similarly, the California Air Resources Board (“CARB”) has adopted rules and regulations that are intended to reduce NOx emissions (the “HD Omnibus” rule), phase out the sale of ICE commercial vehicles over time by requiring a certain percentage of each manufacturer’s commercial vehicles sold within the state to be “zero-emission vehicles” (the “Advanced Clean Trucks” rule) and require fleets to purchase a certain number of “zero-emission vehicles” (the “Advanced Clean Fleet” rule).

The EPA previously granted waivers to CARB with respect to the HD Omnibus and Advanced Clean Truck rules, each of which became effective in January 2024.

CARB withdrew its request for a waiver from the EPA with respect to the Advanced Clean Fleet rule in January 2025.

Further, in February 2025, the EPA asked Congress to review the previously granted waivers that CARB received with respect to the HD Omnibus and Advanced Clean Truck rules.

Congress voted to rescind the waivers, and in June 2025, President Trump signed Congress’ resolutions rescinding the waivers.

The State of California and ten other states are currently challenging Congress’ authority to revoke the waivers.

In addition, in July 2025, the EPA issued a proposal to rescind President Obama’s 2009 findings that GHG emissions endanger public human health and that vehicle emissions contribute to the GHG emissions (the “2009 Endangerment Finding”).

The EPA’s proposal is currently out for public comment, but it is widely expected that that the GHG-3 rule will be repealed.

In addition, it is also widely expected that the EPA 2027 Low NOx rule will be modified or repealed during 2025.

It is also worth noting that there are currently multiple lawsuits pending where plaintiffs are challenging CARB’s rules on the basis that, amongst other things, such rules are preempted by other federal laws and that the EPA exceeded its authority in granting the waivers with respect to the HD Omnibus and Advanced Clean Truck rules.

There are also multiple lawsuits pending where plaintiffs are challenging the GHG-3 rule on multiple grounds, including that the EPA exceeded its statutory authority in creating the rule.

In July 2023, CARB and various manufacturers of heavy-duty commercial vehicles and engines, including PACCAR, International, Ford, Hino, Isuzu and Cummins, entered into the Clean Truck Partnership, whereby the manufacturers agreed to comply with CARB’s emission requirements where applicable, regardless of whether any entity challenges CARB’s rule-making authority, and CARB agreed to work with manufacturers to provide reasonable lead time to meet CARB’s requirements and before imposing new regulations.

It is not clear at this time if the Clean Truck Partnership will survive in light of all of the legal challenges questioning CARB’s authority to regulate engine emissions regulations, in addition to legal challenges to the Clean Truck Partnership itself.

The California Air Resources Board (“CARB”) adopted its own rules and regulations intended to reduce NOx emissions and phase out the sale of internal combustion vehicles (“ICE”) over time.

A group of seventeen U.S.

states and the District of Columbia entered into a joint memorandum of understanding that adopts at least a portion of CARB’s emissions regulations and commits each of them to work together to advance and accelerate the market for electric Class 3 through 8 commercial vehicles.

states and the District of Columbia entered into a joint memorandum of understanding that adopted at least a portion of CARB’s emissions regulations and committed each of them to work together to advance and accelerate the market for electric Class 3 through 8 commercial vehicles.

Six of the states are states where we operate new commercial vehicle dealerships:

California, Colorado, Nevada, New Mexico, North Carolina, and Virginia.

The signatories to the memorandum all agreed on a goal of ensuring that 100% of new Class 3 through 8 commercial vehicles are zero emission by 2050, with an interim target of 30% zero emission vehicles by 2030, although multiple of these states have recently announced plans to delay various aspects of CARB’s regulations.

If CARB were to prevail in its legal challenges against Congress’ recission of the EPA waivers, attaining CARB’s goals would likely require the adoption of new laws and regulations and we cannot predict at this time whether such laws and regulations would have an adverse impact on our business.

Additional regulations, or CARB’s enforcement of its existing regulations, could result in increased compliance costs, additional operating restrictions, or changes in demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

Recently, the EPA announced that it was repealing its prior findings that GHG emissions endanger public human health and that vehicle emissions contribute to that endangerment (the “Endangerment Finding”).

In connection with its repeal of the Endangerment Finding, the EPA also eliminated all GHG engine emission standards for vehicle model years 2012 and beyond.

With respect to CARB’s rules and regulations, Congress recently rescinded the federal preemption waivers that the EPA previously granted.

These waivers were the basis of CARB’s ability to enact its own engine emissions regulations.

The EPA’s repeal of the Endangerment Finding and Congress’ rescission of CARB’s federal preemption waivers are subject to multiple legal challenges, and it is unclear when such challenges will be resolved.

One of the EPA’s engine emissions rules that we believe will become effective is referred to herein as the “EPA 2027 Low NOx” rule.

This rule requires commercial vehicle engines to emit significantly less NOx than most such engines do today.

The EPA 2027 Low Nox rule is expected to become effective in January 2027 with respect to the currently proposed emissions limits but is expected to be modified with respect to certain other provisions, such as reducing the required duration of manufacturers’ engine warranties.

It is not clear at this time if the Clean Truck Partnership will survive in light of Congress’ rescission of CARB’s federal preemption waivers, in addition to legal challenges to CARB’s authority to regulate engine emissions and to the Clean Truck Partnership itself.

If CARB were to prevail in its legal challenges against Congress’ recission of the EPA’s federal preemption waivers, attaining the goals stated by CARB and the signers of the joint memorandum would likely require the adoption of new laws and regulations, and we cannot predict at this time whether such laws and regulations would have an adverse impact on our business.

With respect to the legal challenges to the EPA’s repeal of the Endangerment Finding, we do not expect that any successful challenge will result in the prior GHG rules and regulations becoming effective in the near term.

However, if the EPA’s policies change in the future and a new endangerment finding is issued with respect to GHG emissions, then the EPA may create a new rule similar to the one it created in 2024, which could require commercial vehicle engine manufacturers to manufacture an increasing percentage of “zero-emission” vehicles over time, which would likely reduce the number of diesel ICE vehicles that would be manufactured over the relevant period.

Additional EPA regulations, or CARB’s ability to enforce its existing regulations, could result in increased compliance costs, additional operating restrictions, or changes in demand for our products and services, which could have a material adverse effect on our business, financial condition and results of operations.

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