RUSHANasdaq,NasdaqSEC EDGAREDGAR

RUSH ENTERPRISES INC \TX\

Retail-Auto Dealers & Gasoline Stations·NEW BRAUNFELS, TX·FY end 12/31·CIK 1012019

Board of Directors

9 members · 7 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
W.M. "Rusty" RushChair30y67
Thomas A. AkinDirector22y71$269,950
Raymond J. ChessDirector12y68$249,950
William H. CaryDirector11y66$254,981
Dr. Kennon H. GuglielmoDirector11y59$249,968
Elaine MendozaDirector7y60$249,968
Troy A. ClarkeDirector5y70$249,968
Amy BoergerDirector3y63$249,978
Michael J. McRobertsDirector3y67

Risk-factor diff

FY 2025 10-K vs. FY 2024
+14 new11 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

At certain Rush Truck Centers, we operate as a dealer of Peterbilt trucks and parts pursuant to dealership agreements with Peterbilt, a division of PACCAR. We have no control over the management or operation of Peterbilt or PACCAR. During 2025, the majority of our revenues resulted from sales of trucks purchased from Peterbilt and parts purchased from PACCAR Parts. Due to our dependence on PACCAR and Peterbilt, we believe that our long-term success depends, in large part, on the following:

NEW · FY 2025

Our dealership agreements with Peterbilt and International have current terms expiring between June 2026 and May 2030. Our dealerships agreements with the other manufacturers we represent generally have terms expiring between 2026 and 2029 or have indefinite terms. Upon expiration of each agreement, we must negotiate a renewal. Management expects that, consistent with in some cases decades of past practice, each of our dealership agreements will be renewed or otherwise extended before its termination date, provided that we do not breach any of the material terms of such agreement.

NEW · FY 2025

The commercial vehicle industry is predicted to experience change over the long-term. We see these changes beginning to occur, as all of the manufacturers we represent now have vehicles with electric drivetrains available for purchase. Technological advances, including with respect to drivetrain electrification or other alternative fuel technologies, could potentially have a material adverse effect on our parts and service business, as such vehicles are currently being described as potentially requiring less service and having fewer parts.  The effect of these technological advances on our bus…

NEW · FY 2025

We use AI in our business and challenges with properly incorporating AI into our business and managing its use could result in reputational harm, competitive harm and legal liability.

NEW · FY 2025

We incorporate AI into various aspects of our business and certain of the products and services that we offer, and we intend to continue expanding our use of AI in our business operations. If we are unable to effectively integrate AI into our business processes or keep pace with rapidly evolving AI technological developments, we may face a competitive disadvantage. At the same time, the use or offering of AI technologies may result in new or expanded risks and liabilities, including enhanced government or regulatory scrutiny, litigation, privacy and compliance issues, ethical concerns, confide…

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.