Rush Enterprises launches $150M buyback, amends bylaws for derivative threshold

RUSH ENTERPRISES INC \TX\

New $150M stock repurchase program for Class A and Class B common stock, effective Dec 3, 2025, replacing prior $200M program.
Prior program repurchased $199.9M of $200M as of Dec 2, 2025; new program expires Dec 31, 2026.
Bylaws amended to require 3% beneficial ownership to bring derivative proceedings, effective Dec 1, 2025.
Exclusive forum for internal claims set to Texas Business Court in Bexar County, with jury trial waiver for such claims.
Bylaws now require shareholder compliance with Rule 14a-19 for director nominations.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RUSH ENTERPRISES INC \TX\: Amended and restated bylaws to incorporate provisions of Texas Business Organizations Code, including derivative proceeding ownership threshold, exclusive forum for internal claims, jury trial waiver, and director nomination compliance with Rule 14a-19 (effective 2025-12-01).

Change: bylaw amendment
Effective: 2025-12-01

Exact text from the filing

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.

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271 governance changes filed in the last 30 days. Browse all governance changes →

RUSH ENTERPRISES INC \TX\ filing history →

Source: SEC EDGAR

accession 0001437749-25-036807

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