RUSH ENTERPRISES INC \TX\

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Meeting Information and Proxy Mailing Date

Voting Matters and Board Recommendations

Governance Highlights

Governance highlights include:

Board Nominees

The following table provides summary information about each director nominee. Each director is elected annually. The Board of Directors adopted a majority voting standard for uncontested elections. In contested elections, director nominees will be elected based on a plurality standard that is determined by which nominees receive the highest number of votes cast.

2025 Financial Highlights

For more details, please see our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the“SEC”) on February 25, 2026.

In 2025, we achieved revenues of $7.4 billion. We also achieved net income of $263.8 million, or $3.27 per diluted share. Despite challenging industry conditions, we still managed to achieve solid financial results, primarily due to our diversified business model, disciplined execution and continued investment in our strategic initiatives. We also benefited from relatively stable demand for new Class 8 trucks from our vocational and public sector customers and for new Class 4 through 7 commercial vehicles from our vocational, public sector and leasing customers. Our aftermarket revenues were up slightly year-over-year, and we were able to maintain a strong absorption ratio of 130.7% for 2025, despite the difficult operating environment. This was primarily due to growth in key customer segments such as public sector and medium-duty leasing, in addition to the successful execution of certain of our strategic initiatives focused on improving dwell times, parts delivery operations and the overall customer experience. We returned a total of $251.5 million of capital to our shareholders in 2025 in the form of quarterly cash dividend payments totaling $58.0 million and common stock repurchases totaling $193.5 million. We also increased the quarterly dividend by approximately 5.6%, our seventh annual dividend increase in a row. Considering the challenging operating environment that the industry struggled with throughout 2025, we are proud of our financial results and our ability to continue to navigate this prolonged downcycle. We remain dedicated to returning value to shareholders through earnings growth, quarterly dividends and our stock repurchase program while keeping our balance sheet and cash position strong and continuing to invest in our company’s future.

Compensation Philosophy and Highlights

Our compensation philosophy is to pay for performance. Highlights of our compensation practices include:

Corporate Information