rusha20250529_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): May 29, 2025
 
Rush Enterprises, Inc.
(Exact name of registrant as specified in its charter)
 
Texas
(State or other jurisdiction
of incorporation)
0-20797
(Commission File Number)
74-1733016
(IRS Employer Identification No.)
     
555 IH-35 South, Suite 500
New Braunfels, Texas
(Address of principal executive offices)
 
78130
(Zip Code)
 
Registrant’s telephone number, including area code: (830) 302-5200
 
Not Applicable
______________________________________________
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share
RUSHA
Nasdaq Global Select Market
Class B Common Stock, par value $0.01 per share
RUSHB
Nasdaq Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 8.01         Other Events.
 
On May 29, 2025, Rush Enterprises, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors approved an increase of $50 million to its existing stock repurchase program authorizing the Company to repurchase up to an aggregate of $200 million of its shares of Class A common stock, $.01 par value per share, and/or Class B common stock, $.01 par value per share. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
 
Item 9.01         Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit No.         Description
 
104         Cover Page Interactive Data File (formatted in Inline XBRL).
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
RUSH ENTERPRISES, INC.
Dated: May 29, 2025
By:
/s/ Michael Goldstone
Senior Vice President, General Counsel and
Corporate Secretary
 
 
 
ex_824953.htm

Exhibit 99.1

 

https://cdn.kscope.io/6c53fb0172e143a147d9440222f4440b-ex_824953img001.jpg

 

Contact:                                                                

Rush Enterprises, Inc., San Antonio

Steven L. Keller, 830-302-5226

 

 

RUSH ENTERPRISES, INC. INCREASES STOCK REPURCHASE PROGRAM BY $50 MILLION

 

SAN ANTONIO, May 29, 2025 (GLOBE NEWSWIRE) -- Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that its Board of Directors approved an increase of $50 million to its existing stock repurchase program authorizing the Company to repurchase, from time to time, up to an aggregate of $200 million of its shares of Class A common stock, $.01 par value per share, and/or Class B common stock, $.01 par value per share. This increase follows the Company nearing the original authorization limit of $150 million. “Despite the continued uncertainty surrounding tariffs, the continuing freight recession and challenging commercial vehicle market, we remain confident in our strong capital position, liquidity and ability to generate strong free cash flow, and we are pleased to take this opportunity to enhance shareholder value through this $50 million increase to our stock repurchase program,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of the Company. “The Company’s strategic focus on maintaining a diversified customer base and our “One Team” sales approach has served us well, and we believe our solid financial performance during the recent challenging industry and market conditions will allow us to continue to invest in our growth strategy while also returning capital to our shareholders,” Rush stated.

 

Repurchases will be made at times and in amounts as the Company deems 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 in its discretion and will depend on a number of factors, including market conditions, stock price and other factors. The stock repurchase program expires on December 31, 2025, and may be suspended or discontinued at any time.

 

About Rush Enterprises, Inc.

 

Rush Enterprises, Inc. is the premier solutions provider to the commercial vehicle industry. The Company owns and operates Rush Truck Centers, the largest network of commercial vehicle dealerships in North America, with more than 150 locations in 23 states and Ontario, Canada. These vehicle centers, strategically located in high traffic areas on or near major highways throughout the United States and Ontario, Canada, represent truck and bus manufacturers, including Peterbilt, International, Hino, Isuzu, Ford, Dennis Eagle, IC Bus and Blue Bird. They offer an integrated approach to meeting customer needs – from sales of new and used vehicles to aftermarket parts, service and body shop operations plus financing, insurance, leasing and rental. Rush Enterprises' operations also provide CNG fuel systems (through its investment in Cummins Clean Fuel Technologies, Inc.), telematics products and other vehicle technologies, as well as vehicle up-fitting, chrome accessories and tires. For more information, please visit us at www.rushtruckcenters.com www.rushenterprises.com and www.rushtruckcentersracing.com, on Twitter @rushtruckcenter and Facebook.com/rushtruckcenters.

 

 

 

Certain statements contained in this release, including those concerning current and projected market conditions and financial performance, are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements only speak as of the date of this release and the Company assumes no obligation to update the information included in this release. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, competitive factors, general U.S. economic conditions, economic conditions in the new and used commercial vehicle markets, customer relations, relationships with vendors, inflation and the interest rate environment, governmental regulation and supervision, including engine emission regulations, U.S. and global trade policies, product introductions and acceptance, changes in industry practices, one-time events and other factors described herein and in filings made by the Company with the Securities and Exchange Commission, including in our annual report on Form 10-K for the fiscal year ended December 31, 2024. In addition, the declaration and payment of cash dividends and authorization of future share repurchase programs remains at the sole discretion of the Companys Board of Directors and the issuance of future dividends and authorization of future share repurchase programs will depend upon the Companys financial results, cash requirements, future prospects, applicable law and other factors that may be deemed relevant by the Companys Board of Directors. Although we believe that these forward-looking statements are based on reasonable assumptions, there are many factors that could affect our actual business and financial results and could cause actual results to differ materially from those in the forward-looking statements. All future written and oral forward-looking statements by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to above. Except for our ongoing obligations to disclose material information as required by the federal securities laws, we do not have any obligations or intention to release publicly any revisions to any forward-looking statements to reflect events or circumstances in the future or to reflect the occurrence of unanticipated events.

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