Form 8-K

8-K — RUSH ENTERPRISES INC \TX\

Accession: 0001437749-26-013693

Filed: 2026-04-28

Period: 2026-04-28

CIK: 0001012019

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — rusha20260428_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_952325.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: rusha20260428_8k.htm · Sequence: 1

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0001012019

2026-04-28

0001012019

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2026-04-28

0001012019

rusha:ClassBCommonStockParValue001PerShareCustomMember

2026-04-28

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): April 28, 2026

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 2.02 Results of Operations and Financial Condition.

On April 28, 2026, Rush Enterprises, Inc. (the “Company”) issued a press release announcing the Company’s financial results for its first quarter ended March 31, 2026 (the “Earnings Press Release”). A copy of the Earnings Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Earnings Press Release also announced that the Company’s Board of Directors declared a quarterly 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 information in this Current Report on Form 8-K (including the exhibit attached hereto) is being furnished under Item 2.02 and Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1

Rush Enterprises, Inc. press release dated April 28, 2026.

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: April 28, 2026

By:

/s/ Steven L. Keller

Chief Financial Officer and Treasurer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_952325.htm · Sequence: 2

ex_952325.htm

Exhibit 99.1

Contact:

Rush Enterprises, Inc., New Braunfels

Steven L. Keller, 830-302-5226

RUSH ENTERPRISES, INC. REPORTS FIRST QUARTER 2026 RESULTS,

ANNOUNCES $0.19 PER SHARE DIVIDEND

●

Revenues of $1.68 billion, net income of $61.5 million

●

Earnings per diluted share of $0.77

●

Absorption ratio 126.9%

●

Board declares cash dividend of $0.19 per share of Class A and Class B common stock

NEW BRAUNFELS, Texas, April 28, 2026 — Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB), which operates the largest network of commercial vehicle dealerships in North America, today announced that for the quarter ended March 31, 2026, the Company achieved revenues of $1.68 billion and net income of $61.5 million, or $0.77 per diluted share, compared with revenues of $1.85 billion and net income of $60.3 million, or $0.73 per diluted share, in the quarter ended March 31, 2025. Additionally, the Company’s 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.

“Despite continued weakness across the commercial vehicle industry, I am proud of the way our team performed in the first quarter,” said W.M. “Rusty” Rush, Chairman, Chief Executive Officer and President of Rush Enterprises, Inc. “We believe the first quarter represents the trough of this current downcycle, and while conditions remain challenging, we are beginning to see early indicators of gradual improvement in market conditions, which we believe will continue for the remainder of 2026,” he continued.

“During the quarter, freight rates began to improve modestly, miles driven increased and customer sentiment generally improved, all of which contributed to increased new commercial vehicle quoting activity and order intake,” Rush said. “However, new commercial vehicle sales during the first quarter were at historically low levels across the industry, reflecting the prolonged impact of the multi-year freight recession, excess capacity and broader economic uncertainty,” he added.

“Importantly, our diversified business model once again demonstrated its resilience,” Rush stated. “Our continued focus on aftermarket products and services, along with our leasing and rental operations and diligent expense management, helped support our financial performance during a quarter with significantly reduced commercial vehicle sales activity. We continue to believe that our focus on building a business that does not rely completely on truck sales has allowed us to navigate this industry downturn more effectively,” he said.

“We remain confident that as market conditions improve, demand will return. We have maintained appropriate inventory levels, continued to invest in our operations and remain focused on delivering the highest level of service to our customers, all of which we believe will allow us to capture opportunities as the market recovers,” Rush concluded.

Network Expansion

During the first quarter of 2026, the Company signed an asset purchase agreement to acquire Peterbilt dealerships in Baton Rouge, Lafayette, Lake Charles, New Orleans and Houma, Louisiana, as well as a Peterbilt dealership in McComb, Mississippi and a TRP location in Columbia, Mississippi. The Company expects to complete this acquisition and begin operating these locations as Rush Truck Centers in the next few months.

“This acquisition reflects our continued focus on expanding our network in strategic markets and broadening the solutions we offer our customers,” said Rush. “By growing our footprint, we believe we are strengthening our ability to support customers, capture market share and position the Company for long-term growth,” Rush stated.

Aftermarket Products and Services

Aftermarket products and services accounted for approximately 66.1% of the Company’s total gross profit in the first quarter of 2026, with parts, service and collision center revenues totaling $627.2 million, up 1.3% compared to the first quarter of 2025. The Company achieved a quarterly absorption ratio of 126.9% in the first quarter of 2026, compared to 128.6% in the first quarter of 2025.

“Our aftermarket business delivered solid first‑quarter performance despite continued softness across much of the industry,” Rush said. “While demand remained subdued in several customer segments, we achieved modest growth, reflecting the strength of our customer relationships and our focus on expanding our customer base. Although macroeconomic factors have continued 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 deferred maintenance is addressed,” he added.

“We also believe certain of our aftermarket strategic initiatives, including enhanced inspection processes, improved parts delivery operations, and a continued emphasis on customer uptime, are gaining traction across our network and contributing to our success,” Rush said. “Looking ahead, we expect aftermarket demand to gradually improve through the remainder of 2026 as fleet utilization increases and customers reinvest in their equipment, positioning our aftermarket business as a key driver of stability and profitability for the Company,” he stated.

Commercial Vehicle Sales

New U.S. Class 8 retail truck sales totaled 41,023 units in the first quarter of 2026, down 21.0% compared to the first quarter of 2025, according to ACT Research. The Company sold 2,964 new Class 8 trucks in the U.S. during the first quarter, a decrease of 6.0% compared to the same time period in 2025 and accounted for 7.2% of the new U.S. Class 8 truck market. ACT Research forecasts U.S. retail sales of new Class 8 trucks to total 224,800 units in 2026, a 5.7% increase compared to 2025. The Company sold 71 new Class 8 trucks in Canada during the first quarter of 2026 and accounted for 1.5% of the new Canadian Class 8 truck market.

“Industry conditions for new commercial vehicle sales remained challenging in the first quarter, with industry-wide retail sales at their lowest levels since 2020 with respect to new Class 8 truck sales and 2015 with respect to new Class 4-7 commercial vehicle sales,” Rush said. “Despite the difficult operating conditions, we were able to significantly outperform the market in new Class 8 truck sales. Our performance during the first quarter was driven by strong execution, appropriate inventory levels and the diversity of our customer base,” he continued.

“We saw strong order intake and increased quoting activity throughout the quarter, particularly among large fleet customers,” Rush said. “We believe the increase in new Class 8 truck orders during the quarter was primarily due to improving freight conditions and the upcoming change in emissions regulations. While uncertainty related to economic conditions and global events, along with significantly increased fuel prices, is weighing on the market, we believe that customer sentiment is improving, despite these headwinds, and we are encouraged by the level of engagement we are experiencing,” he added.

New U.S. Class 4-7 retail commercial vehicle sales totaled 49,079 units in the first quarter of 2026, a decrease of 13.9% compared to the first quarter of 2025, according to ACT Research. The Company sold 2,035 new Class 4-7 medium-duty commercial vehicles in the U.S. during the quarter, down 36.5% compared to the first quarter of 2025, and accounted for 4.1% of the total new U.S. Class 4-7 commercial vehicle market. ACT Research forecasts U.S. retail sales for new Class 4 through 7 commercial vehicles to be approximately 200,500 units in 2026, relatively flat compared to 2025. The Company sold 134 Class 5-7 commercial vehicles in Canada during the first quarter of 2026, accounting for 4.1% of the new Canadian Class 5-7 commercial vehicle market.

“Our medium-duty results were impacted by the timing of customer orders and deliveries, particularly among a number of our large fleet customers. Normally, our large medium-duty fleet customers place their orders in the fourth quarter for vehicles that are expected to be delivered in the coming year. However, we did not see that activity in the fourth quarter of 2025. Instead, our larger medium-duty fleet customers began asking for quotes and ordering vehicles in the first quarter of 2026,” Rush explained. “Given the level of quoting, ordering and general customer engagement that we have experienced since the beginning of the year, we expect our medium-duty sales to improve as the year progresses and to be roughly in line with our sales during 2025,” he noted.

The Company sold 1,865 used commercial vehicles in the first quarter of 2026, a 5.4% increase compared to the first quarter of 2025. “In the used truck market, we saw improving demand late in the quarter, driven by strengthening spot rates and tightening capacity,” Rush stated. “We believe this momentum will continue as market conditions improve,” he said.

“Overall, we expect commercial vehicle sales to improve gradually beginning in the second quarter, with a more meaningful recovery in the second half of the year. As customer confidence returns and vehicle replacement cycles resume, we believe we are well positioned to capture increased demand,” Rush concluded.

Leasing and Rental

Leasing and Rental revenue in the first quarter of 2026 was $92.3 million, up 2.2% compared to the first quarter of 2025. “Our leasing and rental business delivered solid performance in the first quarter, driven by continued strength in our full-service leasing operations,” Rush said. “Leasing demand remains healthy, as customers look to replace aging equipment and position themselves ahead of anticipated future cost increases associated with engine emissions regulations,” he continued.

“While rental demand remained below historical levels, we saw improvement as the quarter progressed and expect utilization to continue to increase throughout the year,” Rush added. “We believe our leasing and rental business will remain a stable contributor to our financial performance and continue to strengthen as market conditions improve,” he stated. “I would also like to recognize our Rush Truck Leasing – PacLease team for being named PacLease North American Franchise of the Year, which reflects their strong execution and commitment to delivering outstanding service to our customers,” Rush concluded.

Financial Highlights

In the first quarter of 2026, the Company’s gross revenues totaled $1.68 billion, a 9.2% decrease from $1.85 billion in the first quarter of 2025. Net income for the quarter was $61.5 million, or $0.77 per diluted share, compared to net income of $60.3 million, or $0.73 per diluted share, in the quarter ended March 31, 2025.

Aftermarket products and services revenues were $627.2 million in the first quarter of 2026, compared to $619.1 million in the first quarter of 2025. The Company delivered 3,035 new heavy-duty trucks, 2,169 new medium-duty commercial vehicles, 516 new light-duty commercial vehicles and 1,865 used commercial vehicles during the first quarter of 2026, compared to 3,222 new heavy-duty trucks, 3,329 new medium-duty commercial vehicles, 470 new light-duty commercial vehicles and 1,769 used commercial vehicles during the first quarter of 2025.

Rush Truck Leasing operates 55 PacLease and Idealease franchises across the United States and Ontario, Canada with more than 9,800 trucks in its lease and rental fleet and more than 2,100 trucks under contract maintenance agreements. Lease and rental revenue increased 2.2% in the first quarter of 2026 compared to the first quarter of 2025.

The Company paid a cash dividend of $14.7 million during the first quarter.

“Our first quarter financial results reflect the continued impact of the prolonged freight recession and resulting decrease in demand for new commercial vehicles, which led to lower overall revenues. However, we were able to deliver improved earnings per share compared to the first quarter of 2025 and maintain profitability through diligent expense management and the consistency of our aftermarket and leasing and rental businesses,” Rush explained. “Our aftermarket operations once again provided stability, while our leasing and rental business continued to grow and generate recurring revenue, demonstrating the resilience of our diversified business model and our ability to generate cash and return value to our shareholders even in a challenging operating environment,” he added.

“Finally, I want to thank our employees across the Company for their hard work, dedication and commitment to our customers,” Rush said. “Their focus on execution, operational discipline and delivering a high level of service continues to be the foundation of our performance, particularly during challenging market conditions,” he concluded.

Conference Call Information

Rush Enterprises will host its quarterly conference call to discuss earnings for the first quarter of 2026 on Wednesday, April 29, 2026, at 10 a.m. Eastern/9 a.m. Central. The call can be heard live via the Internet at: http://investor.rushenterprises.com/events.cfm.

Participants may register for the call at:

https://register-conf.media-server.com/register/BI31f424b7e9f24f34915b723b0fb189bd

While not required, it is recommended that you join the event 10 minutes prior to the start.

For those who cannot listen to the live broadcast, the webcast replay will be available at:

http://investor.rushenterprises.com/events.cfm.

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, Blue Arc, 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, and leasing and rental solutions. 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 modification and up-fitting, chrome accessories and tires. For more information, please visit us at www.rushtruckcenters.com and www.rushenterprises.com, on X @rushtruckcenter, Facebook.com/rushtruckcenters and www.linkedin.com/company/ rushenterprises-inc.

Certain statements contained in this release, including those concerning current and projected market conditions, sales forecasts, market share forecast and anticipated demand for the Company’s services, 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, increased fuel prices as a result of the conflict in Iran, 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, 2025. In addition, the declaration and payment of cash dividends and authorization of future share repurchase programs remains at the sole discretion of the Company’s Board of Directors and the issuance of future dividends and authorization of future share repurchase programs will depend upon the Company’s financial results, cash requirements, future prospects, applicable law and other factors that may be deemed relevant by the Company’s 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.

-Tables and Additional Information to Follow-

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Shares and Per Share Amounts)

(Unaudited)

March 31,

December 31,

2026

2025

Assets

Current assets:

Cash, cash equivalents and restricted cash

239,654

212,645

Accounts receivable, net

271,399

277,784

Note receivable, affiliate

8,561

11,576

Inventories, net

1,640,077

1,534,471

Prepaid expenses and other

45,396

54,662

Total current assets

2,205,087

2,091,138

Property and equipment, net

1,672,844

1,694,738

Operating lease right-of-use assets, net

119,752

124,130

Goodwill, net

440,777

441,615

Other assets, net

77,595

78,915

Total assets

4,516,055

4,430,536

Liabilities and shareholders’ equity

Current liabilities:

Floor plan notes payable

919,157

917,955

Current maturities of long-term debt

125

127

Current maturities of finance lease obligations

32,041

34,519

Current maturities of operating lease obligations

19,912

19,285

Trade accounts payable

320,090

230,763

Customer deposits

86,463

112,149

Accrued expenses

134,795

177,292

Total current liabilities

1,512,583

1,492,090

Long-term debt, net of current maturities

277,650

274,798

Finance lease obligations, net of current maturities

84,122

88,149

Operating lease obligations, net of current maturities

102,751

107,698

Other long-term liabilities

35,371

34,225

Deferred income taxes, net

211,959

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; 60,855,308 Class A shares and 16,715,210 Class B shares outstanding in 2026; and 60,115,093 Class A shares and 16,437,909 Class B shares outstanding in 2025

845

835

Additional paid-in capital

655,196

634,266

Treasury stock, at cost: 4,586,791 Class A shares and 2,352,163 Class

B shares in 2026; and 4,586,791 Class A shares and 2,352,163 Class

B shares in 2025

(331,150

)

(331,150

)

Retained earnings

1,950,700

1,904,091

Accumulated other comprehensive income (loss)

(6,812

)

(4,813

)

Total Rush Enterprises, Inc. shareholders’ equity

2,268,779

2,203,229

Noncontrolling interest

22,840

22,614

Total shareholders’ equity

2,291,619

2,225,843

Total liabilities and shareholders’ equity

4,516,055

4,430,536

RUSH ENTERPRISES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In Thousands, Except Per Share Amounts)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenues

New and used commercial vehicle sales

955,143

1,130,770

Aftermarket products and services sales

627,194

619,068

Lease and rental sales

92,277

90,253

Finance and insurance

5,611

5,212

Other

3,960

5,527

Total revenue

1,684,185

1,850,830

Cost of products sold

New and used commercial vehicle sales

873,904

1,030,533

Aftermarket products and services sales

399,790

397,743

Lease and rental sales

66,691

64,794

Total cost of products sold

1,340,385

1,493,070

Gross profit

343,800

357,760

Selling, general and administrative expense

242,630

248,803

Depreciation and amortization expense

18,718

17,256

Gain (loss) on sale of assets

(245

)

168

Operating income

82,207

91,869

Other income (loss), net

(464

)

(440

)

Interest expense, net

6,354

12,863

Income before taxes

75,389

78,566

Income tax provision

13,709

17,949

Net income

61,680

60,617

Less: Net income attributable to noncontrolling Interest

226

295

Net income attributable to Rush Enterprises, Inc.

61,454

60,322

Net income attributable to Rush Enterprises, Inc. per share of common stock:

Basic

0.79

0.76

Diluted

0.77

0.73

Weighted average shares outstanding:

Basic

77,394

79,661

Diluted

79,871

82,381

Dividends declared per common share

0.19

0.18

This press release and the attached financial tables contain certain non-GAAP financial measures as defined under SEC rules, such as Adjusted Net Income, Adjusted Total Debt, Adjusted Net (cash) Debt, EBITDA, Adjusted EBITDA, Free Cash Flow, Adjusted Free Cash Flow and Adjusted Invested Capital, which exclude certain items disclosed in the attached financial tables. Please note that all non-GAAP financial measures are provided on an unaudited basis. The Company provides reconciliations of these measures to the most directly comparable GAAP measures.

Management believes the presentation of these non-GAAP financial measures provides useful information about the results of operations of the Company for the current and past periods. Management believes that investors should have the same information available to them that management uses to assess the Company’s operating performance and capital structure. These non-GAAP financial measures should not be considered in isolation or as a substitute for the most comparable GAAP financial measures. Investors are cautioned that non-GAAP financial measures utilized by the Company may not be comparable to similarly titled non-GAAP financial measures used by other companies.

Three Months Ended

Commercial Vehicle Sales Revenue (in thousands)

March 31,

2026

March 31,

2025

New heavy-duty vehicles

550,480

625,796

New medium-duty vehicles (including bus sales revenue)

270,279

378,358

New light-duty vehicles

32,294

29,273

Used vehicles

95,715

90,812

Other vehicles

6,375

6,531

Absorption Ratio

126.9

128.6

Absorption Ratio

Management uses several performance metrics to evaluate the performance of its commercial vehicle dealerships and considers Rush Truck Centers’ “absorption ratio” to be of critical importance. Absorption ratio is calculated by dividing the gross profit from the parts, service and collision center 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, then gross profit from the sale of a commercial vehicle, after sales commissions and inventory carrying costs, directly impacts operating profit.

Debt Analysis (in thousands)

March 31,

2026

March 31,

2025

Floor plan notes payable

919,157

1,080,585

Current maturities of long-term debt

125

Current maturities of finance lease obligations

32,041

38,516

Long-term debt, net of current maturities

277,650

403,681

Finance lease obligations, net of current maturities

84,122

88,138

Total Debt (GAAP)

1,313,095

1,610,920

Adjustments:

Debt related to lease & rental fleet

(390,563

)

(526,764

)

Floor plan notes payable

(919,157

)

(1,080,585

)

Adjusted Total Debt (Non-GAAP)

3,375

3,571

Adjustment:

Cash and cash equivalents

(239,654

)

(228,719

)

Adjusted Net Debt (Cash) (Non-GAAP)

(236,279

)

(225,148

)

Management uses “Adjusted Total Debt” to reflect the Company’s estimated financial obligations less debt related to lease and rental fleet (L&RFD) and floor plan notes payable (FPNP), and “Adjusted Net (Cash) Debt” to present the amount of Adjusted Total Debt net of cash and cash equivalents on the Company’s balance sheet. The FPNP is used to finance the Company’s new and used inventory, with its principal balance changing daily as vehicles are purchased and sold and the sale proceeds are used to repay the notes. Consequently, in managing the business, management views the FPNP as interest bearing accounts payable, representing the cost of acquiring vehicles financed as collateral through a banking institution or the vendor’s financing arm and is required to be repaid as the collateral is sold. The Company has the capacity to finance all of its new and used inventory under its lines of credit established for these purposes but may choose to only partially finance them depending on business conditions and its management of cash and interest expense. The Company’s lease and rental fleet inventory are either: (i) leased to customers under long-term lease arrangements; or (ii) to a lesser extent, dedicated to the Company’s rental business. In both cases, the lease and rental payments received fully cover the capital costs of the lease and rental fleet (i.e., the interest expense on the borrowings used to acquire the vehicles and the depreciation expense associated with the vehicles), plus a profit margin for the Company. The Company believes that excluding the FPNP and L&RFD from the Company’s total debt for this purpose provides management with supplemental information regarding the Company’s capital structure and leverage profile and assists investors in performing analysis that is consistent with financial models developed by Company management and research analysts. “Adjusted Total Debt” and “Adjusted Net (Cash) Debt” are both non-GAAP financial measures and should be considered in addition to, and not as a substitute for, the Company’s debt obligations, as reported in the Company’s consolidated balance sheet in accordance with U.S. GAAP. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

Twelve Months Ended

EBITDA (in thousands)

March 31,

2026

March 31,

2025

Net Income (GAAP)

264,907

292,867

Provision for income taxes

75,588

89,469

Interest expense

39,726

65,748

Depreciation and amortization

72,598

70,055

(Gain) loss on sale of assets

(827

)

EBITDA (Non-GAAP)

452,820

517,312

Adjustment:

Less Interest expense associated with FPNP and L&RFD

(42,297

)

(67,084

)

Adjusted EBITDA (Non-GAAP)

410,523

450,228

The Company presents EBITDA and Adjusted EBITDA, for the twelve months ended each period presented, as additional information about its operating results. The presentation of Adjusted EBITDA that excludes the addition of interest expense associated with FPNP and the L&RFD to EBITDA is consistent with management’s presentation of Adjusted Total Debt, in each case reflecting management’s view of interest expense associated with the FPNP and L&RFD as an operating expense of the Company, and to provide management with supplemental information regarding operating results and to assist investors in performing analysis that is consistent with financial models developed by management and research analyst. “EBITDA” and “Adjusted EBITDA” are both non-GAAP financial measures and should be considered in addition to, and not as a substitute for, net income of the Company, as reported in the Company’s consolidated statements of income in accordance with U.S. GAAP. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

Twelve Months Ended

Free Cash Flow (in thousands)

March 31,

2026

March 31,

2025

Net cash provided by operations (GAAP)

768,335

928,800

Acquisition of property and equipment

(356,778

)

(462,993

)

Free cash flow (Non-GAAP)

411,557

465,807

Adjustments:

Draws on floor plan financing, net

(29,611

)

(165,052

)

Cash used for L&RF purchases

254,997

373,341

Non-maintenance capital expenditures

34,371

24,250

Adjusted Free Cash Flow (Non-GAAP)

671,314

698,346

“Free Cash Flow” and “Adjusted Free Cash Flow” are key financial measures of the Company’s ability to generate cash from operating its business. Free Cash Flow is calculated by subtracting the acquisition of property and equipment included in the Cash flows from investing activities from Net cash provided by operating activities. For purposes of deriving Adjusted Free Cash Flow from the Company’s operating cash flow, Company management makes the following adjustments: (i) adds back draws (or subtracts payments) on the floor plan financing that are included in Cash flows from financing activities, as their purpose is to finance the vehicle inventory that is included in Cash flows from operating activities; (ii) adds back proceeds from notes payable related specifically to the financing of the lease and rental fleet that are reflected in Cash flows from financing activities; (iii) subtracts draws on floor plan financing, net and proceeds from L&RFD related to business acquisition assets that are included in Cash flows from investing activities; (iv) subtracts scheduled principal payments on fixed rate notes payable related specifically to the financing of the lease and rental fleet that are included in Cash flows from financing activities; (v) subtracts lease and rental fleet purchases that are included in acquisition of property and equipment and not financed under the lines of credit for cash and interest expense management purposes; and (vi) adds back non-maintenance capital expenditures that are for growth and expansion (i.e. building of new dealership facilities) that are not considered necessary to maintain the current level of cash generated by the business. “Free Cash Flow” and “Adjusted Free Cash Flow” are both presented so that investors have the same financial data that management uses in evaluating the Company’s cash flows from operating activities. “Free Cash Flow” and “Adjusted Free Cash Flow” are both non-GAAP financial measures and should be considered in addition to, and not as a substitute for, net cash provided by (used in) operations of the Company, as reported in the Company’s consolidated statement of cash flows in accordance with U.S. GAAP. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

Invested Capital (in thousands)

March 31,

2026

March 31,

2025

Total Rush Enterprises, Inc. shareholders’ equity (GAAP)

2,268,779

2,166,936

Adjusted net debt (cash) (Non-GAAP)

(236,279

)

(225,148

)

Adjusted Invested Capital (Non-GAAP)

2,032,500

1,941,788

“Adjusted Invested Capital” is a key financial measure used by the Company to calculate its return on invested capital. For purposes of this analysis, management excludes L&RFD, FPNP, and cash and cash equivalents, for the reasons provided in the debt analysis above and uses Adjusted Net Debt in the calculation. The Company believes this approach provides management with a more accurate picture of the Company’s leverage profile and capital structure and assists investors in performing analysis that is consistent with financial models developed by Company management and research analysts. “Adjusted Net (Cash) Debt” and “Adjusted Invested Capital” are both non-GAAP financial measures. Additionally, these non-GAAP measures may vary among companies and may not be comparable to similarly titled non-GAAP measures used by other companies.

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Document And Entity Information

Apr. 28, 2026

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Apr. 28, 2026

Entity, Incorporation, State or Country Code

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555 IH-35 South, Suite 500

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