[8-K] RUSH ENTERPRISES INC \TX\ Reports Material Event

Rhea-AI Filing Summary

Rush Enterprises, Inc. reported that on September 30, 2025 it and certain subsidiaries entered into a Fourth Amendment to its Credit Agreement with its lenders and Wells Fargo Bank, N.A. as administrative agent. The amendment extends the facility expiration date to September 30, 2028 and modifies certain provisions relating to the company’s Canadian subsidiary. The amendment preserves the administrative agent’s right to terminate commitments and accelerate repayment if an event of default occurs, and the company may elect to terminate commitments at any time. In connection with the amendment, Rush paid an upfront fee of $350,000 to the administrative agent. The filing attaches the Fourth Amendment as Exhibit 10.1.

Positive

• Facility expiration extended to September 30, 2028, providing longer-term financing certainty
• Fourth Amendment attached as Exhibit 10.1, allowing investors to review full amendment terms

Negative

• Administrative Agent retains right to terminate commitments and accelerate repayment upon an event of default
• Paid an upfront fee of $350,000 to the Administrative Agent in connection with the amendment

Insights

Credit Analyst

TL;DR: The amendment extends the facility to Sept 30, 2028 while retaining lender acceleration rights.

The extension to September 30, 2028 provides Rush Enterprises with multi-year funding certainty under the amended Credit Agreement, which can support operations and planning.

However, the administrative agent retains explicit rights to terminate commitments and declare outstanding amounts due upon an event of default; that clause preserves lender control and keeps default risk meaningful.

Corporate Treasurer

TL;DR: Rush incurred a $350,000 upfront fee for the amendment and adjusted terms for its Canadian subsidiary.

The upfront fee of $350,000 is a one-time cash cost tied to amending the credit facility; it reduces near-term liquidity by that amount but is a modest expense relative to typical credit facility sizes.

Changes specific to the Canadian subsidiary may reflect covenant, collateral, or operational terms localized to that entity; the amendment text (Exhibit 10.1) should be reviewed for precise covenant impacts.

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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): September 30, 2025

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 1.01         Entry into a Material Definitive Agreement.

Effective September 30, 2025, Rush Enterprises, Inc. (the “Company”) and certain of its subsidiaries (the Company and such subsidiaries collectively, “Rush”) entered into the Fourth Amendment to Credit Agreement (the “Fourth Amendment”) with each of the lenders party thereto (the “Lenders”) and Wells Fargo Bank, N.A., as Administrative Agent (the “Administrative Agent”), which amended that certain Credit Agreement, dated as of September 14, 2021, among Rush, the Lenders and Administrative Agent (the “Credit Agreement”), as amended by the First Amendment to Credit Agreement dated as of November 30, 2022, the Second Amendment to Credit Agreement dated as of December 22, 2023, and the Third Amendment to Credit Agreement dated as of December 17, 2024.

Pursuant to the terms of the Fourth Amendment, the Credit Agreement was amended to, amongst other things, extend the expiration date to September 30, 2028, although, upon the occurrence and during the continuance of an event of default, the Administrative Agent has the right to, or upon the request of the required lenders must, terminate the commitments and declare all outstanding principal and interest due and payable. The Company may terminate the commitments at any time. In addition, certain other provisions of the Credit Agreement were modified with respect to the Company’s Canadian subsidiary. In connection with the Fourth Amendment, the Company paid the Administrative Agent an upfront fee of $350,000.

The foregoing description is qualified in its entirety by reference to the full text of the Fourth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 9.01         Financial Statements and Exhibits.

(d)         Exhibits

Exhibit No.	Description
Exhibit 10.1	Fourth Amendment to Credit Agreement, dated as of September 30, 2025, by and among the Company and certain of its subsidiaries, the Lenders party thereto and Wells Fargo Bank N.A., as Administrative Agent
Exhibit 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: October 3, 2025	By:	/s/ Michael Goldstone
		Michael Goldstone
		Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did Rush Enterprises (RUSHA) disclose in this Form 8-K?

Rush disclosed a Fourth Amendment to its Credit Agreement entered on September 30, 2025, which extends the facility expiration to September 30, 2028 and modifies provisions for its Canadian subsidiary.

How long is the amended credit facility extended for RUSHA?

The Credit Agreement expiration date is extended to September 30, 2028.

Did Rush Enterprises pay any fees for the amendment?

Yes. In connection with the Fourth Amendment, the company paid an upfront fee of $350,000 to the Administrative Agent.

Can lenders accelerate the loan under the amended agreement?

Yes. The Administrative Agent has the right to terminate commitments and declare all outstanding principal and interest due and payable upon the occurrence and continuance of an event of default.

Is the full amendment text available for review?

Yes. The Fourth Amendment is attached as Exhibit 10.1 to the Current Report and is incorporated by reference.