Rush Enterprises Inc-A 2025年度报告

FORM 10-K (Mark One) ☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025 ☐TRANSITION REPORT PURSANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission file number 0-20797 Registrant’s telephone number, including area code: (830) 302-5200 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.YesNo☑ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ Table of Contents If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark if the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☑ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☑ The aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2025, was approximately$3,565,130,872 based upon the last sales price on June 30, 2025, on The NASDAQ Global Select MarketSMof $51.51 for the registrant’sClass A common stock and $52.48 for the registrant’s Class B common stock. Shares of common stock held by each executive officer anddirector and by each shareholder affiliated with a director or an executive officer have been excluded from this calculation because suchpersons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The registrant had 60,503,266 shares Class A common stock and 16,437,909 shares of Class B common stock outstanding on February17, 2026. Portions of registrant’s definitive proxy statement for the registrant’s 2026 Annual Meeting of Shareholders, to be filed with theSecurities and Exchange Commission not later than 120 days after December 31, 2025, are incorporated by reference into Part III ofthis Form 10-K. RUSH ENTERPRISES, INC.Index to Form 10-KYear ended December 31, 2025 Part I Item 1BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures Part II Item 5Market for Registrant’s Common Equity, Related Shareholder Mattersand Issuer Purchases of Equity Securities28Item 6[Reserved]31Item 7Management’s Discussion and Analysis of Financial Condition and Resultsof Operations31Item 7AQuantitative and Qualitative Disclosures about Market Risk42Item 8Financial Statements and Supplementary Data43Item 9Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure76Item 9AControls and Procedures76Item 9BOther Information79Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections79 Part III Item 10Directors, Executive Officers and Corporate GovernanceItem 11Executive CompensationItem 12Security