Item 1. Financial Statements
ITEM 1. Financial Statements.
RUSH ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Shares)
June 30,
December 31,
2026
2025
(unaudited)
Assets
Current assets:
Cash, cash equivalents and restricted cash
$
264,937
$
212,645
Accounts receivable, net
304,665
277,784
Notes receivable, affiliate
8,031
11,576
Inventories, net
1,687,607
1,534,471
Prepaid expenses and other
27,995
54,662
Total current assets
2,293,235
2,091,138
Property and equipment, net
1,690,261
1,694,738
Operating lease right-of-use assets, net
125,180
124,130
Goodwill, net
468,959
441,615
Other assets, net
81,894
78,915
Total assets
$
4,659,529
$
4,430,536
Liabilities and shareholders ’ equity
Current liabilities:
Floor plan notes payable
$
961,057
$
917,955
Current maturities of long-term debt
1,736
127
Current maturities of finance lease obligations
29,180
34,519
Current maturities of operating lease obligations
21,036
19,285
Trade accounts payable
299,119
230,763
Customer deposits
108,074
112,149
Accrued expenses
159,299
177,292
Total current liabilities
1,579,501
1,492,090
Long-term debt, net of current maturities
280,979
274,798
Finance lease obligations, net of current maturities
84,027
88,149
Operating lease obligations, net of current maturities
107,135
107,698
Other long-term liabilities
40,046
34,225
Deferred income taxes, net
213,354
207,733
Shareholders’ equity:
Preferred stock, par value $ .01 per share; 1,000,000 shares authorized; 0 shares outstanding in 2026 and 2025
–
–
Common stock, par value $ .01 per share; 105,000,000 Class A shares and 35,000,000 Class B shares authorized; 61,036,423 Class A shares and 16,677,344 Class B shares outstanding in 2026; and 60,115,093 Class A shares and 16,437,909 Class B shares outstanding in 2025
847
835
Additional paid-in capital
667,442
634,266
Treasury stock, at cost: 4,627,954 Class A shares and 2,390,029 Class B shares in 2026; and 4,586,791 Class A shares and 2,352,163 Class B shares in 2025
( 336,548
)
( 331,150
)
Retained earnings
2,008,525
1,904,091
Accumulated other comprehensive loss
( 8,878
)
( 4,813
)
Total Rush Enterprises, Inc. shareholders’ equity
2,331,388
2,203,229
Noncontrolling interest
23,099
22,614
Total shareholders’ equity
2,354,487
2,225,843
Total liabilities and shareholders ’ equity
$
4,659,529
$
4,430,536
The accompanying notes are an integral part of these consolidated financial statements.
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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Revenues
New and used commercial vehicle sales
$
1,148,992
$
1,191,504
$
2,104,135
$
2,322,274
Aftermarket products and services sales
645,659
636,258
1,272,853
1,255,326
Lease and rental sales
94,847
93,124
187,124
183,377
Finance and insurance
6,364
5,552
11,975
10,764
Other
3,817
4,269
7,777
9,796
Total revenue
1,899,679
1,930,707
3,583,864
3,781,537
Cost of products sold
New and used commercial vehicle sales
1,056,096
1,087,644
1,930,000
2,118,177
Aftermarket products and services sales
414,116
397,011
813,906
794,754
Lease and rental sales
67,798
66,381
134,489
131,175
Total cost of products sold
1,538,010
1,551,036
2,878,395
3,044,106
Gross profit
361,669
379,671
705,469
737,431
Selling, general and administrative expense
245,474
251,981
488,104
500,784
Depreciation and amortization expense
19,068
17,611
37,786
34,867
Gain (loss) on sale of assets
59
127
( 186
)
295
Operating income
97,186
110,206
179,393
202,075
Other loss, net
( 526
)
( 372
)
( 990
)
( 812
)
Interest expense, net
4,383
12,726
10,737
25,589
Income before taxes
92,277
97,108
167,666
175,674
Income tax provision
19,257
24,119
32,966
42,068
Net income
73,020
72,989
134,700
133,606
Less: Net income attributable to noncontrolling interest
259
551
486
846
Net income attributable to Rush Enterprises, Inc.
$
72,761
$
72,438
$
134,214
$
132,760
Net income attributable to Rush Enterprises, Inc. per share of common stock:
Basic
$
0.93
$
0.93
$
1.73
$
1.68
Diluted
$
0.91
$
0.90
$
1.68
$
1.63
Weighted average shares outstanding:
Basic
77,963
78,300
77,645
78,991
Diluted
80,215
80,487
80,045
81,445
Dividends declared per common share
$
0.19
$
0.18
$
0.38
$
0.36
The accompanying notes are an integral part of these consolidated financial statements.
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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands)
(Unaudited)
Three Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Net income
$
73,020
$
72,989
$
134,700
$
133,606
Other comprehensive income (loss), net of tax:
Foreign currency translation
( 2,066
)
5,027
( 4,065
)
5,015
Other comprehensive income (loss) attributable to Rush Enterprises, Inc.
( 2,066
)
5,027
( 4,065
)
5,015
Comprehensive income
$
70,954
$
78,016
$
130,635
$
138,621
Less: Comprehensive income attributable to noncontrolling interest
259
551
486
846
Comprehensive income attributable to Rush Enterprises, Inc.
$
70,695
$
77,465
$
130,149
$
137,775
The accompanying notes are an integral part of these consolidated financial statements.
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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS ’ EQUITY
(In Thousands)
(Unaudited)
Common Stock
Shares
Outstanding
$0.01
Par
Additional
Paid -In
Treasury
Retained
Accumulated
Other
Comprehensive
Income
Total
Rush Enterprises,
Inc.
Shareholders’
Non-
controlling
Total
Shareholders’
Class A
Class B
Value
Capital
Stock
Earnings
(Loss)
Equity
Interest
Equity
Balance, December 31, 2025
60,115
16,438
$
835
$
634,266
$
( 331,150
)
$
1,904,091
$
( 4,813
)
$
2,203,229
$
22,614
$
2,225,843
Stock options exercised and stock awards
657
–
6
12,105
–
–
–
12,111
–
12,111
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan
–
–
–
14,536
–
–
–
14,536
–
14,536
Vesting of restricted share awards
–
277
3
( 9,512
)
–
–
–
( 9,509
)
–
( 9,509
)
Issuance of common stock under employee stock purchase plan
83
–
1
3,801
–
–
–
3,802
–
3,802
Common stock repurchases
–
–
–
–
–
–
–
–
–
–
Cash dividends declared on Class A common stock
–
–
–
–
–
( 11,551
)
–
( 11,551
)
–
( 11,551
)
Cash dividends declared on Class B common stock
–
–
–
–
–
( 3,294
)
–
( 3,294
)
–
( 3,294
)
Foreign currency translation adjustment
–
–
–
–
–
–
( 1,999
)
( 1,999
)
–
( 1,999
)
Net income
–
–
–
–
–
61,454
–
61,454
226
61,680
Balance, March 31, 2026
60,855
16,715
$
845
$
655,196
$
( 331,150
)
$
1,950,700
$
( 6,812
)
$
2,268,779
$
22,840
$
2,291,619
Stock options exercised and stock awards
222
–
2
5,447
–
–
–
5,449
–
5,449
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan
–
–
–
6,799
–
–
–
6,799
–
6,799
Vesting of restricted share awards
–
–
–
–
–
–
–
–
–
–
Common stock repurchases
( 41
)
( 38
)
–
–
( 5,398
)
–
–
( 5,398
)
–
( 5,398
)
Cash dividends declared on Class A common stock
–
–
–
–
–
( 11,594
)
–
( 11,594
)
–
( 11,594
)
Cash dividends declared on Class B common stock
–
–
–
–
–
( 3,342
)
–
( 3,342
)
–
( 3,342
)
Foreign currency translation adjustment
–
–
–
–
–
–
( 2,066
)
( 2,066
)
–
( 2,066
)
Net income
–
–
–
–
–
72,761
–
72,761
259
73,020
Balance, June 30, 2026
61,036
16,677
$
847
$
667,442
$
( 336,548
)
$
2,008,525
$
( 8,878
)
$
2,331,388
$
23,099
$
2,354,487
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Common Stock
Shares
Outstanding
$0.01
Par
Additional
Paid -In
Treasury
Retained
Accumulated
Other
Comprehensive
Income
Total Rush
Enterprises,
Inc.
Shareholders’
Non-
controlling
Total
Shareholders’
Class A
Class B
Value
Capital
Stock
Earnings
(Loss)
Equity
Interest
Equity
Balance, December 31, 2024
62,605
16,663
$
824
$
587,639
$
( 136,235
)
$
1,698,614
$
( 9,293
)
$
2,141,549
$
20,354
$
2,161,903
Stock options exercised and stock awards
181
–
2
2,736
–
–
–
2,738
–
2,738
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan
–
–
–
13,714
–
–
–
13,714
–
13,714
Vesting of restricted share awards
–
325
3
( 9,442
)
–
–
–
( 9,439
)
–
( 9,439
)
Issuance of common stock under employee stock purchase plan
97
–
1
3,411
–
–
–
3,412
–
3,412
Common stock repurchases
( 332
)
( 233
)
–
–
( 30,939
)
–
–
( 30,939
)
–
( 30,939
)
Cash dividends declared on Class A common stock
–
–
–
–
–
( 11,296
)
–
( 11,296
)
–
( 11,296
)
Cash dividends declared on Class B common stock
–
–
–
–
–
( 3,113
)
–
( 3,113
)
–
( 3,113
)
Foreign currency translation adjustment
–
–
–
–
–
–
( 12
)
( 12
)
–
( 12
)
Net income
–
–
–
–
–
60,322
–
60,322
295
60,617
Balance, March 31, 2025
62,551
16,755
$
830
$
598,058
$
( 167,174
)
$
1,744,527
$
( 9,305
)
$
2,166,936
$
20,648
$
2,187,584
Stock options exercised and stock awards
97
–
1
1,709
–
–
–
1,710
–
1,710
Stock-based compensation related to stock options, restricted shares and employee stock purchase plan
–
–
–
8,289
–
–
–
8,289
–
8,289
Vesting of restricted share awards
–
–
–
( 273
)
–
–
–
( 273
)
–
( 273
)
Common stock repurchases
( 1,525
)
( 140
)
–
–
( 86,143
)
–
–
( 86,143
)
–
( 86,143
)
Cash dividends declared on Class A common stock
–
–
–
–
–
( 10,994
)
–
( 10,994
)
–
( 10,994
)
Cash dividends declared on Class B common stock
–
–
–
–
–
( 3,159
)
–
( 3,159
)
–
( 3,159
)
Foreign currency translation adjustment
–
–
–
–
–
–
5,027
5,027
–
5,027
Net income
–
–
–
–
–
72,438
–
72,438
551
72,989
Balance, June 30, 2025
61,123
16,615
$
831
$
607,783
$
( 253,317
)
$
1,802,812
$
( 4,278
)
$
2,153,831
$
21,200
$
2,175,031
The accompanying notes are an integral part of these consolidated financial statements.
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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Six Months Ended
June 30,
2026
2025
Cash flows from operating activities:
Net income
$
134,700
$
133,606
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
129,825
124,522
Gain (loss) on sale of property and equipment, net
186
( 295
)
Stock-based compensation expense related to employee stock options and employee stock purchases
21,334
22,003
Provision for deferred income tax expense
6,369
552
Change in accounts and notes receivable, net
( 22,609
)
40,697
Change in inventories, net
( 90,425
)
10,193
Change in prepaid expenses and other, net
27,110
( 8,055
)
Change in trade accounts payable
66,582
52,875
Payments on floor plan notes payable – trade, net
( 57,003
)
-
Change in customer deposits
( 3,745
)
( 2,625
)
Change in accrued expenses
( 19,381
)
8,616
Other, net
712
( 927
)
Net cash provided by operating activities
193,655
381,162
Cash flows from investing activities:
Acquisition of property and equipment
( 148,332
)
( 222,275
)
Proceeds from the sale of property and equipment
660
7,221
Change in notes receivable from affiliate
3,545
5,655
Business acquisition, net of cash acquired
( 51,762
)
( 24,119
)
Other
1,490
1,298
Net cash used in investing activities
( 194,399
)
( 232,220
)
Cash flows from financing activities:
Draws (payments) on floor plan notes payable – non-trade, net
95,919
( 12,047
)
Proceeds from long-term debt
46,416
644,359
Principal payments on long-term debt
( 53,239
)
( 642,459
)
Principal payments on finance lease obligations
( 11,643
)
( 8,243
)
Proceeds from issuance of shares relating to equity awards and employee stock purchases
21,365
7,862
Taxes paid related to net share settlement of equity awards
( 9,511
)
( 9,714
)
Payments of cash dividends
( 30,507
)
( 28,930
)
Common stock repurchased
( 5,398
)
( 117,082
)
Net cash provided by (used in) financing activities
53,402
( 166,254
)
Net increase (decrease) in cash, cash equivalents and restricted cash
52,658
( 17,312
)
Effect of exchange rate on cash
( 366
)
287
Cash, cash equivalents and restricted cash, beginning of period
212,645
228,131
Cash, cash equivalents and restricted cash, end of period
$
264,937
$
211,106
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest
$
13,777
$
28,724
Income taxes, net of refunds
$
517
$
20,539
Noncash activities:
Assets acquired under finance leases
$
10,859
$
12,247
The accompanying notes are an integral part of these consolidated financial statements.
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RUSH ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited )
1 – Principles of Consolidation and Basis of Presentation
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”). All adjustments have been made to the accompanying interim consolidated financial statements, which, in the opinion of the Company’s management, are necessary for a fair presentation of its operating results. All adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. It is recommended that these interim consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Results of operations for interim periods are not necessarily indicative of results that may be expected for any other interim periods or the full fiscal year.
Restricted Cash
Restricted cash consists of deposits for the statutory restriction on cash related to the Company’s captive insurance company of $ 7.1 million as of June 30, 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 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. The related translation adjustments are recorded as a separate component of the Company’s Consolidated Statements of Shareholders’ Equity in accumulated other comprehensive income (loss).
2 – Commitments and Contingencies
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, 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 June 30, 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.
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3 – Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):
Three Months Ended
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Numerator:
Numerator for basic and diluted earnings per share – Net income available to common shareholders
$
72,761
72,438
$
134,214
132,760
Denominator:
Denominator for basic earnings per share – weighted average shares outstanding
77,963
78,300
77,645
78,991
Effect of dilutive securities–
Employee stock options and restricted stock awards
2,252
2,187
2,400
2,454
Denominator for diluted earnings per share – adjusted weighted average shares outstanding and assumed conversions
80,215
80,487
80,045
81,445
Basic earnings per common share
$
0.93
$
0.93
$
1.73
$
1.68
Diluted earnings per common share and common share equivalents
$
0.91
$
0.90
$
1.68
$
1.63
Options to purchase shares of common stock that were outstanding for the three months and six months ended June 30, 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
June 30,
Six Months Ended
June 30,
2026
2025
2026
2025
Weighted average anti-dilutive stock options
499
951
387
718
4 – Stock Options and Restricted Stock Awards
Valuation and Expense Information
The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, which requires the measurement and recognition of compensation expense for all share-based payment awards made to the Company’s employees and directors, including employee stock options, restricted stock awards and employee stock purchases related to the Employee Stock Purchase Plan, based on estimated fair values.
Stock-based compensation expense, calculated using the Black-Scholes option-pricing model for employee stock options and grant price for restricted stock awards and included in selling, general and administrative expense, was $ 6.8 million for the three months ended June 30, 2026, and $ 7.2 million for the three months ended June 30, 2025. Stock-based compensation expense, included in selling, general and administrative expense, was $ 21.3 million for the six months ended June 30, 2026, and was $ 22.0 million for the six months ended June 30, 2025.
As of June 30, 2026, the Company had $ 18.2 million of unrecognized compensation cost related to non-vested employee stock options to be recognized over a weighted-average period of 2.4 years and $ 19.8 million of unrecognized compensation cost related to non-vested restricted stock awards to be recognized over a weighted-average period of 1.5 years.
5 – Financial Instruments and Fair Value
The Company measures certain financial assets and liabilities at fair value on a recurring basis. Financial instruments consist primarily of cash, accounts receivable, accounts payable and floor plan notes payable. The carrying values of the Company’s financial instruments approximate fair value due either to their short-term nature or existence of variable interest rates, which approximate market rates. Certain methods and assumptions were used by the Company in estimating the fair value of financial instruments as of June 30, 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.
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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. 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. Thus, the carrying amount of such debt approximates fair value.
6 – Segment Information
The Company reports information based on operating segments identified in accordance with how the chief operating decision maker (“CODM”) evaluates business performance and allocates resources. As of the reporting period, the Company operates with one CODM: W.M. “Rusty” Rush, the Chief Executive Officer, President and Chairman of the Board.
As of the reporting period, the Company currently has one reportable business segment - the Truck Segment. The Truck Segment includes the Company’s operation of a network of commercial vehicle dealerships in the United States and Ontario, Canada that provide an integrated one-stop source for the commercial vehicle needs of its customers, including retail sales of new and used commercial vehicles; aftermarket parts sales, service and collision center facilities; vehicle upfitting and financial services, including the financing of new and used commercial vehicle purchases, insurance products and truck leasing and rentals. The commercial vehicle dealerships are deemed a single reporting unit because they have similar economic characteristics. The Company’s CODM considers the entire Truck Segment, not individual dealerships or departments within its dealerships, when making decisions about resources to be allocated to the segment and assessing its performance.
In addition to the Truck Segment, the Company generates revenue from two additional operating segments: Retail Tire Sales and Insurance Services. 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. These segments share accounting policies consistent with the summary of significant accounting policies.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on segment operating income, not including extraordinary items.
12
Table of Contents
The following table contains summarized information about reportable segment revenues, segment income or loss from continuing operations and segment assets for the periods ended June 30, 2026 and 2025 (in thousands):
Truck Segment
All Other
Totals
As of and for the three months ended June 30, 2026
Revenues from external customers
$
1,895,160
$
4,519
$
1,899,679
Cost of products sold
1,537,509
500
1,538,010
Controllable expenses
218,924
1,441
220,366
Allocated expenses
41,865
2,252
44,117
Segment operating income
$
96,860
$
326
$
97,186
Other loss, net
( 526
)
-
( 526
)
Interest income
2,861
-
2,861
Interest expense
7,150
94
7,244
Income taxes
19,257
-
19,257
Net income
$
72,788
$
232
$
73,020
Segment assets
4,595,437
64,092
4,659,529
Capital expenditures
82,302
-
82,302
Depreciation and amortization
18,916
152
19,068
As of and for the six months ended June 30, 2026
Revenues from external customers
$
3,575,733
$
8,131
$
3,583,864
Cost of products sold
2,877,496
899
2,878,395
Controllable expenses
433,198
2,765
435,963
Allocated expenses
85,740
4,373
90,112
Segment operating income
$
179,299
$
94
$
179,393
Other loss, net
( 990
)
-
( 990
)
Interest income
3,930
-
3,930
Interest expense
14,479
188
14,667
Income taxes
32,966
-
32,966
Net income
$
134,794
$
( 94
)
$
134,700
Segment assets
4,595,437
64,092
4,659,529
Capital expenditures
148,332
-
148,332
Depreciation and amortization
37,485
301
37,786
Truck Segment
All Other
Totals
As of and for the three months ended June 30, 2025
Revenues from external customers
$
1,926,222
$
4,485
$
1,930,707
Cost of products sold
1,550,455
581
1,551,036
Controllable expenses
219,008
2,407
221,415
Allocated expenses
47,110
941
48,050
Segment operating income
$
109,649
$
556
$
110,206
Other loss, net
( 372
)
-
( 372
)
Interest income
365
-
365
Interest expense
13,000
91
13,091
Income taxes
24,119
-
24,119
Net income
$
72,523
$
465
$
72,989
Segment assets
4,653,484
62,290
4,715,774
Capital expenditures
125,146
526
125,672
Depreciation and amortization
17,463
148
17,611
As of and for the six months ended June 30, 2025
Revenues from external customers
$
3,773,566
$
7,971
$
3,781,537
Cost of products sold
3,043,162
945
3,044,106
Controllable expenses
436,216
3,751
439,968
Allocated expenses
92,428
2,962
95,388
Segment operating income
$
201,760
$
315
$
202,075
Other loss, net
( 812
)
-
( 812
)
Interest income
1,039
-
1,039
Interest expense
26,447
182
26,629
Income taxes
42,068
-
42,068
Net income
$
133,473
$
133
$
133,606
Segment assets
4,653,484
62,290
4,715,774
Capital expenditures
238,460
526
238,986
Depreciation and amortization
34,578
288
34,867
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Table of Contents
7 – Income Taxes
The Company had unrecognized income tax benefits totaling $ 7.9 million as a component of accrued liabilities as of June 30, 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 $ 625,000 accrued for the payment of interest as of June 30, 2026 and December 31, 2025. No amounts were accrued for penalties.
8 – Revenue
The Company’s non-lease and rental revenues are primarily generated from the sale of finished products to customers. Those sales predominantly contain a single delivery element and revenues from such sales are recognized when the customer obtains control, which is typically when the finished product is delivered to the customer. The Company’s material revenue streams have been identified as the following: the sale of new and used commercial vehicles, arrangement of associated commercial vehicle financing and insurance contracts, the performance of commercial vehicle repair services and the sale of commercial vehicle parts. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues.
The following table summarizes the Company’s disaggregated revenue by revenue source, excluding lease and rental revenue, for the three months and six months ended June 30, 2026 and 2025 (in thousands):
Three Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Commercial vehicle sales revenue
$
1,148,992
$
1,191,504
$
2,104,135
$
2,322,274
Parts revenue
391,463
372,748
762,350
736,190
Commercial vehicle repair service revenue
254,196
263,510
510,503
519,136
Finance revenue
2,760
2,100
5,065
4,130
Insurance revenue
3,603
3,452
6,909
6,634
Other revenue
3,817
4,269
7,777
9,796
Total
$
1,804,832
$
1,837,583
$
3,396,740
$
3,598,160
All of the Company's performance obligations and associated revenues are generally transferred to customers at a point in time. The Company did not have any material contract assets or contract liabilities on the balance sheet as of June 30, 2026. 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.
9 – Leases
Lease of Vehicles as Lessor
The Company primarily leases commercial vehicles that the Company owns to customers over periods of one to ten years. The Company does not separate lease and nonlease components. Nonlease components typically consist of maintenance and licensing for the commercial vehicle. The variable nonlease components are generally based on mileage. Some leases contain an option for the lessee to purchase the commercial vehicle at the end of the lease term.
The Company’s policy is to depreciate its 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 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.
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Table of Contents
Lease and rental income during the three and six months ended June 30, 2026 and June 30, 2025 consisted of the following (in thousands):
Three Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Minimum rental payments
$
83,147
$
81,827
$
164,612
$
161,513
Nonlease payments
11,700
11,297
22,512
21,864
Total
$
94,847
$
93,124
$
187,124
$
183,377
10 – Accumulated Other Comprehensive Income (Loss)
The following table shows the components of accumulated other comprehensive income (loss) (in thousands):
Balance as of December 31, 2025
$
( 4,813
)
Foreign currency translation adjustment
( 1,999
)
Balance as of March 31, 2026
$
( 6,812
)
Foreign currency translation adjustment
( 2,066
)
Balance as of June 30, 2026
$
( 8,878
)
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. The assets and liabilities of RTC Canada are translated into USD using the exchange rates in effect on the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders' equity in accumulated other comprehensive income (loss) and the statement of comprehensive income.
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 ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , the Company is required to remeasure expected credit losses for financial instruments held on the reporting date based on historical experience, current conditions and reasonable forecasts.
Accounts receivable consists primarily of commercial vehicle sales receivables, manufacturers’ receivables and leasing, parts and service sales receivables and other trade receivables. The Company maintains an allowance for credit losses based on the probability of default, its historical rate of losses, aging and current economic conditions. The Company writes off account balances when it has exhausted reasonable collection efforts and determined that the likelihood of collection is remote. These write-offs are charged against the allowance for credit losses.
The following table summarizes the changes in the allowance for credit losses (in thousands):
Balance
December 31,
2025
Provision for
the Six
Months Ended
June 30, 2026
Write offs
Against
Allowance,
net of
Recoveries
Balance
June 30, 2026
Commercial vehicle receivables
$
68
$
51
$
-
$
119
Manufacturers’ receivables
919
2,067
2,327
659
Leasing, parts and service receivables
1,505
1,664
1,754
1,415
Other receivables
10
22
4
28
Total
$
2,502
$
3,804
$
4,085
$
2,221
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 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, with borrowings made pursuant to the RTC Canada’s floor plan credit agreement and a mortgage to finance the real estate.
15
Table of Contents
On June 15, 2026, the Company acquired 100 % of the outstanding shares of Carrier Truck Center, Inc. The acquisition included International commercial vehicle dealership franchises in Brantford, Windsor, London, Sarnia and Woodstock Ontario, along with commercial vehicle and parts inventory and an Idealease franchise. The transaction was valued at approximately $ 25.2 million CAD, with the purchase price paid in cash with borrowings made pursuant to RTC Canada’s floor plan credit agreements and a $ 10.0 million term loan.
On June 29, 2026, the Company acquired certain assets of Peterbilt of Louisiana, which included Peterbilt commercial vehicle franchises in Baton Rouge, Lafayette, Lake Charles, New Orleans and Houma, along with commercial vehicle and parts inventory. The transaction was valued at approximately $ 36.9 million, with the purchase price paid in cash, The Company is under contract to acquire certain real estate owned by an affiliate of Peterbilt of Louisiana and such transactions are expected to close in the third quarter.
13 – Subsequent Events
On Jul 23, 2026, the Company signed an agreement to form a joint venture with MCT Companies. The company and an affiliate of MCT Companies will each own 50 percent of the new joint venture entity named MCT Holdings, LLC, which will operate MCT Companies’ network of truck, trailer and rail refrigeration and auxiliary power unit dealerships throughout the Midwest and on both the East and West Coasts. The formation of the joint venture is subject to customary closing conditions, but the parties expect the transaction to close during the third quarter of 2026. For financial reporting purposes, Rush Enterprises does not intend to consolidate the joint venture within its Truck Segment or any other operating segments.
On July 28, 2026, the Company’s Board of Directors declared a three -for- two stock split with respect to both the Company’s Class A and Class B common stock. The stock split will be effected in the form of a stock dividend payable on August 31, 2026, to shareholders of record as of August 11, 2026. Holders of the Company’s common stock will receive an additional one-half share for each share of common stock held as of the record date. The Company’s Class A and Class B common stock will begin trading on a split adjusted basis on September 1, 2026.
On August 4, 2026, RTC Canada entered into the Fifth Amendment to that certain Amended and Restated BMO Wholesale Financing and Security Agreement (the “RTC Canada Floor Plan Credit Agreement”) with Bank of Montreal (“BMO”). The Fifth Amendment extended the expiration date of the RTC Canada Floor Plan Credit Agreement to December 31, 2029.
On August 4, 2026, RTC Canada entered the Second Amendment to that certain BMO Revolving Lease and Rental Credit Agreement (the “RTC Canada Revolving Credit Agreement”) with BMO. The Second Amendment extended the expiration date of the RTC Canada Revolving Credit Agreement to December 31, 2029 and removed the $ 20.0 million CAD accordion feature.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.