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Baker Botts Advises Committee of Independent Directors of Rush Enterprises in Connection with Stock Repurchase Program

Release

Rush Enterprises, Inc. (NASDAQ: RUSHA & RUSHB) announced that its Board of Directors approved a new stock repurchase program authorizing the Company to repurchase, from time to time, up to an aggregate of $150 million of its shares of Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and/or Class B Common Stock, par value $0.01 per share (“Class B Common Stock”).

The Company also announced that, concurrently with and as part of the stock repurchase program, it has purchased 1,500,000 shares of Class B Common Stock for an aggregate consideration of $65.3 million from W.M. “Rusty” Rush, the Company’s Chairman of the Board, Chief Executive Officer and President. The transaction was funded with cash on hand. Mr. Rush advised the Company that the shares are being sold, in part, to repay a $40 million personal loan incurred by Mr. Rush with a balance of approximately $37 million that was secured by shares of the Class A Common Stock and Class B Common Stock owned by Mr. Rush as well as for financial diversification and tax planning purposes.

The shares repurchased from Mr. Rush represent approximately 16.7% of the total shares of Class B Common Stock beneficially owned by Mr. Rush. After the transaction, Mr. Rush will continue to beneficially own 180,339 shares of Class A Common Stock and 7,493,809 shares of Class B Common Stock.

The new stock repurchase program replaces the Company’s prior $150 million stock repurchase program. As of December 4, 2023, the Company had purchased approximately $150 million worth of shares of its common stock under the prior repurchase program, which was scheduled to expire on December 31, 2023, and was terminated effective December 5, 2023.

Baker Botts advised a committee of independent directors of Rush Enterprises’ board.

Rush Enterprise’s press release can be found here.

Baker Botts Lawyers/Offices Involved:

Corporate: Neel Lemon (Senior Counsel, Dallas), Grant Everett (Partner, Dallas), Zach Fedorko (Senior Associate, Dallas)

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