Rush Enterprises Inc \Tx\ 8-K Filing

FAQ

Key Financial Figures

• $0.01 — stered Class A Common Stock, par value $0.01 per share RUSHA Nasdaq Global Selec
• $150 million — any to repurchase up to an aggregate of $150 million of Class A common stock and/or Class B

Filing Documents

• rusha20251203_8k.htm (8-K) — 36KB
• ex_895175.htm (EX-3.1) — 85KB
• ex_895176.htm (EX-99.1) — 8KB
• r01.jpg (GRAPHIC) — 6KB
• 0001437749-25-036807.txt ( ) — 310KB
• rusha-20251201.xsd (EX-101.SCH) — 4KB
• rusha-20251201_def.xml (EX-101.DEF) — 14KB
• rusha-20251201_lab.xml (EX-101.LAB) — 18KB
• rusha-20251201_pre.xml (EX-101.PRE) — 14KB
• rusha20251203_8k_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders.

03(a)

Item 3.03(a) The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 1, 2025, the Board of Directors of Rush Enterprises, Inc. (the "Company") approved the Second Amended and Restated Bylaws of the Company (the "Bylaws"), effective as of such date. The primary purpose of amending the Bylaws was to incorporate certain provisions of the Texas Business Organizations Code ("TBOC") that were enacted in May 2025. Specifically, the Bylaws were amended to specify that a shareholder may not institute or maintain a derivative proceeding unless that shareholder (as such term is defined in the TBOC) beneficially owns at least 3% of the Company's issued and outstanding common stock (measured on an aggregate basis across all classes of the Company's outstanding shares) at the time such derivative proceeding is instituted. In addition, the Bylaws were amended to provide that the Texas Business Court located in Bexar County, Texas, or if such court lacks jurisdiction, the United States District Court for the Western District of Texas, or if such court lacks jurisdiction, the state district court of Comal County, Texas, will be the sole and exclusive forum for certain internal entity claims (as defined by the TBOC) unless the Company agrees to a different forum. The amendments to the Bylaws also provide that, to the fullest extent permitted by applicable law, each shareholder irrevocably and unconditionally waives any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim concerning any internal entity claim and in any other claim, action, or proceeding against the Company or any director, officer, or other employee of the Company. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of, and consented to, these provisions. The amendments to the Bylaws also include various updates, modernizations and conformi

01 Other Events

Item 8.01 Other Events. On December 3, 2025, the Company issued a press release announcing that the Company's Board of Directors approved a new stock repurchase program authorizing the Company to repurchase up to an aggregate of $150 million of Class A common stock and/or Class B common stock. The new stock repurchase program became effective on December 3, 2025, and replaced the Company's previous stock repurchase program that was terminated effective December 2, 2025. A copy of the press release announcing the new stock repurchase program is attached to this report as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 3.1 Second Amended and Restated Bylaws of the Company, effective December 1, 2025. Exhibit 99.1 Rush Enterprises, Inc. press release dated December 3, 2025. Exhibit 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: December 3, 2025 By: /s/ Michael Goldstone Michael Goldstone Senior Vice President, General Counsel and Corporate Secretary

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