rusha20260403_def14a.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Rush Enterprises, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Table of Contents

Notice of 2026 Annual

Meeting of Shareholders

and Proxy Statement

Table of Contents

Rush Enterprises, Inc.
555 IH-35 South, Suite 500
New Braunfels, Texas 78130

April 7, 2026

Dear Fellow Rush Shareholders:

You are invited to attend our 2026 Annual Meeting of Shareholders (the “Annual Meeting”), which will be held on Tuesday, May 19, 2026, at 10:00 a.m., local time, in the main conference room at Rush Enterprises, Inc.’s (the “Company”) executive offices, which are located at 555 IH-35 South, Suite 500, New Braunfels, Texas 78130.

Despite another challenging year for the commercial vehicle industry due to the freight recession and uncertainty with respect to United States trade policy and engine emissions regulations, we delivered strong cash flows and continued to return value to our shareholders. We achieved revenues of $7.4 billion and net income of $263.8 million. Sales of new Class 8 trucks to our vocational and public sector customers continued to help offset the weak demand we experienced from our over-the-road customers, while our Class 4 through 7 commercial vehicle sales outpaced the market. With respect to aftermarket products and services, the challenging industry conditions impacted our aftermarket sales in 2025, but despite these challenges, we were able to increase our aftermarket revenues slightly year over year. We also were able to grow our network in 2025 by adding two IC Bus dealerships in Ontario, Canada. The territory for these IC Bus franchises includes the provinces of Ontario, Quebec, New Brunswick, Nova Scotia and Prince Edward Island. Additionally, we opened a full-service Peterbilt dealership in Tennessee with Rush Truck Centers – Nashville Central. We remain committed to expanding our network to better serve our customers and investing in our strategic initiatives, which we believe will allow us to grow our market share and improve our profitability.

At the Annual Meeting, we will ask you to: (a) elect our Board of Directors; (b) conduct an advisory vote to approve executive compensation; and (c) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026. We will review the Company’s progress during the past year and discuss any other business matters properly brought before the Annual Meeting. The attached proxy statement explains our voting procedures, describes the business we will conduct and provides information about the Company that you should consider when you vote your shares.

Your vote is very important to us. Whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. Thank you for your ongoing support of the Company.

	Sincerely,

	W.M. “Rusty” Rush
	President, Chief Executive Officer and
	Chairman of the Board

Table of Contents

Rush Enterprises, Inc.

Notice of 2026 Annual Meeting of Shareholders

Date:	May 19, 2026

Time:	10:00 a.m., local time

Place:	Rush Enterprises, Inc.’s executive offices: 555 IH-35 South, Suite 500 New Braunfels, Texas 78130

Items of Business:	●	To elect nine directors from among the nominees described in this proxy statement;

	●	To conduct an advisory vote to approve executive compensation;

	●	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026; and

	●	To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Record Date:	March 27, 2026. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting:	Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares by either (i) following the instructions provided to you in that certain Notice of Internet Availability of Proxy Materials or (ii) if you receive paper copies of our proxy materials, signing, dating, and returning the enclosed proxy card, or otherwise by following the voting instructions enclosed therewith, will save the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the meeting, as your proxy is revocable at your option.

	By Order of the Board of Directors,

	Michael Goldstone
	Senior Vice President, General Counsel and
	Corporate Secretary
New Braunfels, Texas
April 7, 2026

Table of Contents

YOUR VOTE IS IMPORTANT!

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

Important Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 19, 2026

The proxy materials for the Company’s Annual Meeting of Shareholders, including the 2025 Annual Report, the Proxy Statement and any other additional soliciting materials, are first being distributed or made available, as the case may be, beginning on or about April 8, 2026, and are available free of charge at http://materials.proxyvote.com.

Table of Contents

Table of Contents


Proxy Summary	1
General Information Regarding the Annual Meeting	4
Proposals	9
Proposal 1: Election of Directors	9
Proposal 2: Advisory Vote to Approve Executive Compensation	15
Proposal 3: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026	16
Company Information	17
The Board’s Committees and Their Functions	17
Director Independence Determinations	19
Board Leadership Structure	20
Communications with Directors	20
Corporate Governance Documents	20
Nomination of Candidates for Director	21
Policies Affecting Members of the Board of Directors	22
Meetings of the Board of Directors	22
Board’s Role in Risk Oversight	22
Sustainability – Environmental, Social and Governance Matters	22
Risk-Related Compensation Policies and Practices	22
Executive Officers	24
Beneficial Ownership of the Company’s Securities	25
Compensation Discussion and Analysis	29
Executive Compensation	43
2025 Summary Compensation Table	43
2025 Grants of Plan-Based Awards Table	45
2025 Outstanding Equity Awards at Fiscal Year-End Table	46
2025 Option Exercises and Stock Vested Table	47
2025 Equity Compensation Plan Information	48
2025 Nonqualified Deferred Compensation	49
Severance and Change in Control Arrangements	50
2025 Potential Payments Upon Termination	53
CEO Pay Ratio	54
Delinquent Section 16(a) Reports	54
Pay Versus Performance	55
Compensation and Human Capital Committee Report	59
Director Compensation	59
2025 Annual Retainer	59
2025 Stock Awards	59
Deferred Compensation Plan	60
2025 Director Compensation Table	60
Audit Committee Report	61

SEC Form DEF 14A filed by Rush Enterprises Inc.