8-K

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)

November 5, 2025

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware<br><br> <br>(State or Other Jurisdiction of Incorporation)	001-10435<br><br> <br>(Commission File Number)	06-0633559<br><br> <br>(IRS Employer Identification Number)
One Lacey Place, Southport, Connecticut	06890
---	---
(Address of Principal Executive Offices)	(Zip Code)

---

(203) 259-7843

Registrant’s telephone number, including area code

N/A

(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<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $1 par value	RGR	New<br> York Stock Exchange
Common<br> Stock Purchase Rights	N/A	New<br> York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ¨

1

Item 2.02	Results of Operations and Financial Condition

On November 5, 2025, the Company issued a press release to stockholders and other interested parties regarding financial results for the third quarter ended September 27, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits
Exhibit No.	Description
---	---
99.1	Press release of Sturm, Ruger & Company, Inc., dated November 5, 2025, reporting the financial results for the third quarter ended September 27, 2025.

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.

STURM, RUGER & COMPANY, INC.
By:	/S/ Thomas A. Dineen
	Name:	Thomas A. Dineen
	Title:	Principal Financial Officer,
		Principal Accounting Officer,
		Senior Vice President, Treasurer and
		Chief Financial Officer

Dated: November 5, 2025

2

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

STURM, RUGER & COMPANY, INC. REPORTS THIRD QUARTER RESULTS

·	NET SALES OF $126.8 MILLION
·	DILUTED EARNINGS OF $0.10 PER SHARE
---	---
·	CASH GENERATED FROM OPERATIONS OF $12.9 MILLION
---	---
·	CASH RETURNED TO SHAREHOLDERS OF $12.5 MILLION
---	---

DECLARES QUARTERLY DIVIDEND OF $0.04 PER SHARE

SOUTHPORT, CONNECTICUT, November 5, 2025 – Sturm, Ruger & Company, Inc. (NYSE-RGR) announced today that for the third quarter of 2025, net sales were $126.8 million and diluted earnings were $0.10 per share. For the corresponding period in 2024, net sales were $122.3 million and diluted earnings were $0.28 per share.

On a pretax basis, the Company lost $2.1 million in the third quarter of 2025 driven by:

·	$1.9 million of acquisition and operating costs at the new Hebron, KY facility that was acquired in July,
·	increased costs associated with material and technology, and
---	---
·	increased sales promotional expenses.
---	---

3

During the third quarter of 2025, the Company revised its estimated annual effective income tax rate for 2025 and recognized a $3.0 million increase to its income tax benefit for the nine months ended September 27, 2025. This increased third quarter net income by $0.19 per share. Without this increase, the Company’s EPS would have been a loss of $0.09 per share.

For the nine months ended September 27, 2025, net sales were $395.0 million and the Company lost $0.48 per share. For the corresponding period in 2024, net sales were $389.9 million and diluted earnings were $1.15 per share.

In the second quarter of 2025, the Company rationalized and price-repositioned several product lines, reduced the number of models offered and implemented an organizational realignment which adversely impacted the results of operations for the nine months ended September 27, 2025. On an adjusted basis, excluding the impact of these non-recurring expenses, diluted earnings for the nine months ended September 27, 2025 were $0.65 per share. On an adjusted basis, excluding the reduction in force expense of $1.5 million incurred in the first quarter of 2024, diluted earnings per share for the nine months ended September 28, 2024 were $1.22.

The Company also announced today that its Board of Directors declared a dividend of $0.04 per share for the third quarter for stockholders of record as of November 17, 2025, payable on November 28, 2025. This dividend is approximately 40% of net income.

“This quarter’s results reflect both the realities of a challenging macro environment and the actions we are taking to position Ruger for long-term growth,” said Todd Seyfert, President and Chief Executive Officer. “Earlier this year, we took steps to strengthen our foundation, and we are now seeing the early benefits of that work – stronger topline performance, encouraging new product announcements and growing market share. We will continue to focus on improving our profitability by addressing our cost-structure.”

4

Other observations on the third quarter include:

·	Sales of new products, including the RXM pistol, Marlin lever-action rifles and American Centerfire Rifle Generation II, represented<br>$40.6 million or 33.7% of firearm sales in the third quarter of 2025. New product sales include only major new products that were introduced<br>in the past two years.
·	Compared to the third quarter of 2024, the Company’s finished goods inventories decreased 15,500 units while distributors’<br>inventories increased 4,100 units.
---	---
·	Cash provided by operations during the nine months of 2025 was $38.8 million. On September 27, 2025, Ruger’s cash and short-term<br>investments totaled $80.8 million. The Company’s current ratio is 3.5 to 1 and there is no debt.
---	---
·	In the first nine months of 2025, capital expenditures totaled $27.6 million, including $15.0 million for the Anderson acquisition<br>in Hebron, KY. The Company expects capital expenditures to total $35 million for the year for continued investments in new product introductions,<br>expanded capacity for product lines in greatest demand, upgraded manufacturing capabilities and strengthened facility infrastructure.
---	---
·	The Company returned $35.6 million to its shareholders in the first nine months of 2025 through the payment of $9.5 million of quarterly<br>dividends and $26.1 million through the repurchase of 730,665 shares of its common stock at an average cost of $35.60 per share.
---	---

Mr. Seyfert concluded, “We achieved meaningful progress in the third quarter to better position Ruger for success in a challenging market. The launch of the Glenfield brand, the expansion of the Ruger American Rifle Generation II product line-up and the broadening of Marlin caliber offerings are just a few examples of how we’re building on our most popular product lines. More is still to come, including the expansion of the RXM pistol family, the return of the Ruger Red Label shotgun and the shipment of new modern sporting rifles from our new Hebron, Kentucky facility.”

5

Today, the Company filed its Quarterly Report on Form 10-Q for the third quarter of 2025. The financial statements included in this Quarterly Report on Form 10-Q are attached to this press release.

The Quarterly Report on Form 10-Q for the third quarter of 2025 is available on the SEC website at SEC.gov and the Ruger website at Ruger.com/corporate. Investors are urged to read the complete Quarterly Report on Form 10-Q to ensure that they have adequate information to make informed investment judgments.

Tomorrow, November 6, 2025, Ruger will host a webcast at 9:00 a.m. ET to discuss the third quarter operating results. Interested parties can listen to the webcast via this link or by visiting Ruger.com/corporate. Those who wish to ask questions during the webcast will need to pre-register prior to the meeting.

About Sturm, Ruger & Co., Inc.

Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Ruger has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens^®^,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.

Forward-Looking Statements

The Company may, from time to time, make forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

6

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

	September 27, 2025			December 31, 2024
Assets
Current Assets
Cash	$	16,078		$	10,028
Short-term investments		64,760			95,453
Trade receivables, net		59,888			67,145
Gross inventories		126,467			149,417
Less LIFO reserve		(68,165	)		(66,398	)
Less excess and obsolescence reserve		(3,658	)		(6,533	)
Net inventories		54,644			76,486
Prepaid expenses and other current assets		12,937			9,245
Total Current Assets		208,307			258,357
Property, plant and equipment		504,256			477,622
Less allowances for depreciation		(421,365	)		(406,373	)
Net property, plant and equipment		82,891			71,249
Deferred income taxes		20,057			16,681
Other assets		31,065			37,747
Total Assets	$	342,320		$	384,034

7

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

(Dollars in thousands, except per share data)

			December 31, 2024
Liabilities and Stockholders’ Equity
Current Liabilities
Trade accounts payable and accrued expenses	33,811		$	35,750
Contract liabilities with customers	986			—
Product liability	1,052			431
Employee compensation and benefits	17,320			18,824
Workers’ compensation	5,741			5,804
Total Current Liabilities	58,910			60,809
Employee compensation	2,449			1,835
Product liability accrual	61			61
Lease liabilities	1,269			1,747
Contingent liabilities	—			—
Stockholders’ Equity
Common Stock, non-voting, par value 1:
Authorized shares 50,000; none issued	—			—
Common Stock, par value 1:
Authorized shares – 40,000,000
2025 – 24,490,478 issued,
15,944,253 outstanding
2024 – 24,467,983 issued,
16,654,523 outstanding	24,490			24,468
Additional paid-in capital	54,054			50,536
Retained earnings	419,218			436,609
Less: Treasury stock – at cost
2025 – 8,546,225 shares
2024 – 7,813,460 shares	(218,131	)		(192,031	)
Total Stockholders’ Equity	279,631			319,582
Total Liabilities and Stockholders’ Equity	342,320		$	384,034

All values are in US Dollars.

8

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

(Dollars in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September <br><br>27, 2025			September <br><br>28, 2024			September <br><br>27, 2025			September <br><br>28, 2024
Net firearms sales	$	126,130		$	121,512		$	392,892		$	387,349
Net castings sales		636			775			2,103			2,519
Total net sales		126,766			122,287			394,995			389,868
Cost of products sold		107,611			99,615			340,799			308,639
Gross profit		19,155			22,672			54,196			81,229
Operating expenses:
Selling		9,098			8,998			28,788			28,188
General and administrative		13,541			9,932			41,136			32,796
Total operating expenses		22,639			18,930			69,924			60,984
Operating (loss) income		(3,484	)		3,742			(15,728	)		20,245
Other income:
Interest income		629			1,155			2,621			3,839
Interest expense		(17	)		(24	)		(55	)		(66	)
Other income, net		758			392			1,407			749
Total other income, net		1,370			1,523			3,973			4,522
(Loss) income before income taxes		(2,114	)		5,265			(11,755	)		24,767
Income taxes		(3,696	)		527			(3,879	)		4,681
Net (loss) income and comprehensive (loss) income	$	1,582		$	4,738		$	(7,876	)	$	20,086
Basic earnings per share	$	0.10		$	0.28		$	(0.48	)	$	1.17
Diluted earnings per share	$	0.10		$	0.28		$	(0.48	)	$	1.15
Weighted average number of common shares outstanding - Basic		16,031,340			16,847,866			16,338,644			17,207,632
Weighted average number of common shares outstanding - Diluted		16,368,310			17,137,065			16,338,644			17,455,265
Cash dividends per share	$	0.16		$	0.19		$	0.58		$	0.58

9

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

	Nine Months Ended
	September 27,<br><br> 2025			September 28,<br><br> 2024
Operating Activities
Net (loss) income	$	(7,876	)	$	20,086
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization		16,720			16,941
Stock-based compensation		3,718			3,247
Excess and obsolescence inventory reserve		(336	)		39
Inventory and other asset write-off		17,002			—
Loss on disposal of assets		185			—
Deferred income taxes		(3,376	)		(2,942	)
Changes in operating assets and liabilities:
Trade receivables		7,257			(293	)
Inventories		8,997			3,735
Trade accounts payable and accrued expenses		(1,963	)		(514	)
Contract liabilities with customers		986			(149	)
Employee compensation and benefits		(921	)		(7,360	)
Product liability		621			(349	)
Prepaid expenses, other assets and other liabilities		(2,249	)		3,042
Cash provided by operating activities		38,765			35,483
Investing Activities
Property, plant and equipment additions		(12,636	)		(17,196	)
Purchase of Anderson Manufacturing assets		(15,010	)		—
Purchases of short-term investments		(80,683	)		(100,993	)
Proceeds from maturities of short-term investments		111,376			115,023
Cash provided by (used for) investing activities		3,047			(3,166	)
Financing Activities
Remittance of taxes withheld from employees related to share-based compensation		(178	)		(624	)
Repurchase of common stock		(26,100	)		(29,355	)
Dividends paid		(9,484	)		(9,990	)
Cash used for financing activities		(35,762	)		(39,969	)
Increase (decrease) in cash and cash equivalents		6,050			(7,652	)
Cash and cash equivalents at beginning of period		10,028			15,174
Cash and cash equivalents at end of period	$	16,078		$	7,522

10

Non-GAAP Financial Measures

In an effort to provide investors with additional information regarding its financial results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and two non-GAAP financial measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. These non-GAAP financial measures may not be comparable to similarly titled financial measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA and EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to evaluate the Company’s financial performance.

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by adding the amount of interest expense, income tax expense, and depreciation and amortization expenses that have been deducted from net income back into net income, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company’s EBITDA calculation also excludes any one-time non-cash, non-operating expense. The Company calculates EBITDA margin by dividing EBITDA by total net sales.

Non-GAAP Reconciliation – EBITDA

EBITDA

(Unaudited, dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 27,<br><br> 2025			September 28,<br><br> 2024			September 27,<br><br> 2025			September 28,<br><br> 2024
Net income (loss)	$	1,582		$	4,738		$	(7,876	)	$	20,086
Inventory rationalization		—			—			17,002			—
Income tax (benefit) expense		(3,696	)		527			(3,879	)		4,681
Depreciation and amortization expense		5,577			5,804			16,720			16,941
Interest income		(629	)		(1,155	)		(2,621	)		(3,839	)
Interest expense		17			24			55			66
EBITDA	$	2,851		$	9,938		$	19,401		$	37,935
EBITDA margin		2.2%			8.1%			4.9%			9.7%
Net income margin		1.2%			3.9%			(2.0%	)		5.2%

11

Non-GAAP Reconciliation – Adjusted EPS

Adjusted Earnings per Share

Adjusted earnings per share is defined as net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration and related costs. Adjusted diluted earnings per share is defined as adjusted net income divided by the weighted average diluted common shares outstanding.

	Three Months Ended				Nine Months Ended
	September 27,<br><br> 2025		September 28,<br><br> 2024		September 27,<br><br> 2025			September 28,<br><br> 2024
Diluted earnings per share	$	0.10	$	0.28	$	(0.48	)	$	1.15
Inventory rationalization		—		—		0.69			—
Product rationalization and SKU reduction		—		—		0.26			—
Organizational realignment		0.01		—		0.18			0.07
Adjusted diluted earnings per share	$	0.11	$	0.28	$	0.65		$	1.22

12