Rush Enterprises Files 8-K on Operations and Personnel Changes

TL;DR

Rush Enterprises 8-K dropped: Ops, financials, and exec changes updated.

AI Summary

Rush Enterprises, Inc. (RUSHA) filed an 8-K on October 29, 2024, reporting on results of operations, financial condition, and changes in its board and officer composition. The filing also includes information on executive compensation and Regulation FD disclosures, along with financial statements and exhibits.

Why It Matters

This filing provides investors with crucial updates on the company's financial performance and any significant changes in its leadership or governance structure.

Risk Assessment

Risk Level: low — This is a routine 8-K filing providing operational and personnel updates, not indicating immediate financial distress or significant new risks.

Key Players & Entities

• Rush Enterprises, Inc. (company) — Registrant
• Texas (location) — State of incorporation
• October 29, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share RUSHA Nasdaq Global Selec
• $624,700 — e his current annualized base salary of $624,700 until the end of the year, and he will
• $800,000 — ll receive an annualized base salary of $800,000, payable in bi-monthly installments. W
• $250,000 — ar year, he will be entitled to receive $250,000 in restricted stock awards, on or about
• $500,000 — e Company approved a new base salary of $500,000 for Mr. Wilder, effective November 1, 2
• $0.18 — s declared a quarterly cash dividend of $0.18 per share of Class A and Class B common

Filing Documents

• rusha20241029_8k.htm (8-K) — 38KB
• ex_739715.htm (EX-10.1) — 75KB
• ex_739716.htm (EX-99.1) — 280KB
• rush01.jpg (GRAPHIC) — 12KB
• 0001437749-24-032511.txt ( ) — 600KB
• rusha-20241029.xsd (EX-101.SCH) — 4KB
• rusha-20241029_def.xml (EX-101.DEF) — 13KB
• rusha-20241029_lab.xml (EX-101.LAB) — 17KB
• rusha-20241029_pre.xml (EX-101.PRE) — 13KB
• rusha20241029_8k_htm.xml (XML) — 5KB

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On October 29, 2024, Rush Enterprises, Inc. (the " Company ") issued a press release announcing the Company's financial results for its third quarter ended September 30, 2024 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) On March 8, 2024, the Company filed a Current Report on Form 8-K to disclose that, amongst other things, Michael J. McRoberts would be stepping down from his role as Chief Operating Officer (" COO ") in the second half of the year and that the Board of Directors of the Company had appointed Jason Wilder to serve as COO, effective upon the date that Mr. McRoberts steps down. Today, the Company announced in its Earnings Press Release that Mr. McRoberts is stepping down from his role as COO effective October 31, 2024 (the " Effective Date "). Mr. McRoberts will continue to serve the Company in a senior advisory role and in his current capacity as a member of the Board of Directors of the Company. In connection with Mr. McRoberts's transition into the role of a senior advisor, the Company, Rush Administrative Services, Inc. and Mr. McRoberts have entered into an agreement (the " Senior Advisor Agreement ") effective November 1, 2024, terminable by either party upon thirty (30) days' notice or upon a mutually agreed date. Pursuant to the terms of the Senior Advisor Agreement, Mr. McRoberts will continue to receive his current annualized base salary of $624,700 until the end of the year, and he will be eligible for equity awards and a cash bonus in March 2025 based on his service and contributions to the Company in 2024. Beginning January 1, 2024, he will receive an annualized base salary of $800,000, payable in bi-monthly installments.

01 Regulation FD Disclosure

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 $0.18 per share of Class A and Class B common stock, to be paid on December 12, 2024, to all shareholders of record as of November 12, 2024. The information in this Current Report on Form 8-K with respect to Item 2.02 and Item 7.01 (including Exhibit 99.1 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Senior Advisor Agreement, effective as of November 1, 2024, by and among Rush Administrative Services, Inc., Rush Enterprises, Inc. and Michael J. McRoberts. 99.1 Rush Enterprises, Inc. press release dated October 29, 2024. 104 Cover Page Interactive Data File (formatted in Inline XBRL).

SIGNATURES

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: October 29, 2024 By: /s/ Steven L. Keller Chief Financial Officer and Treasurer

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View this 8-K filing on SEC EDGAR