Sturm Ruger & Co Inc 10-K for FY2025
Sturm Ruger & Co Inc (RGR)
About this 10-K
Sturm Ruger & Co Inc filed this 10-K on March 2, 2026, covering the fiscal year ended December 31, 2025 (FY2025).
Headline figures
Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $546.06M
- up 1.9% from $535.64M a year earlier
- Net loss
- $4.39M
- compared with net income of $30.56M a year earlier
- Diluted EPS
- -$0.27
- compared with $1.77 a year earlier
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTION 13 OR 15(d) THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
For the fiscal
year ended
OR
For the transition period from ____________ to ___________
Commission File
Number
(Exact Name of Registrant as Specified in Its Charter)
| (State
or Other Jurisdiction of Incorporation or Organization) |
(I.R.S.
Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ NO ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ ☒
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or shorter such period of time that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ NO ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definition of “accelerated filer,” “large accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
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. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting 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 registrant included in the filing reflect the
correction of an error to previously issued financial statements. YES ☐ NO
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation 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 Exchange Act). YES ☐ NO
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2025:
Common Stock, $1 par value - $
1
The number of shares outstanding of the registrant's
common stock as of February 10, 2026: Common Stock, $1 par value –
DOCUMENTS INCORPORATED BY REFERENCE.
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TABLE OF CONTENTS
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| PART IV | ||
| Item 15. | Exhibits and Financial Statement Schedules | 90 |
| Signatures | 93 | |
| Exhibit Index | 94 | |
| Financial Statement Schedule | 97 | |
| Exhibits | 100 | |
EXPLANATORY NOTE:
In this Annual Report on Form 10-K, Sturm, Ruger & Company, Inc. and Subsidiaries (the “Company”) makes 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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. 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.
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PART I
ITEM 1—BUSINESS
Company Overview
Sturm, Ruger & Company, Inc. and Subsidiaries (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Virtually all of the Company’s sales for the year ended December 31, 2025 were from the firearms segment, with less than 1% from the castings segment. Export sales represent approximately 5% of firearms sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic.
The Company has been in business since 1949 and was incorporated in its present form under the laws of Delaware in 1969. The Company primarily offers products in four industry product categories – rifles, pistols, shotguns, and revolvers. The Company’s firearms are sold through independent wholesale distributors, principally to the commercial sporting market.
The Company manufactures and sells investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in the firearms segment and has minimal sales to outside customers. The castings and MIM parts are sold to outside customers, either directly or through manufacturers’ representatives.
For the years ended December 31, 2025, 2024, and 2023, net sales attributable to the Company's firearms operations were $543.5 million, $532.6 million and $540.7 million. The balance of the Company's net sales for the aforementioned periods was attributable to its castings operations.
Firearms Products
The Company presently offers firearm products, under the “Ruger” name and trademark, in the following industry categories:
| Rifles | Revolvers | ||
| · | Single-shot | · | Single-action |
| · | Autoloading | · | Double-action |
| · | Bolt-action | ||
| · | Modern sporting | Shotguns | |
| · | Over-under | ||
| Pistols | |||
| · | Rimfire autoloading | ||
| · | Centerfire autoloading | ||
In addition, the Company offers lever-action rifles under the “Marlin” name and trademark and bolt-action rifles under the “Glenfield” name and trademark.
Most firearms are available in several models based upon caliber, finish, barrel length, and other features.
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Rifles
A rifle is a long gun with spiral grooves cut into the interior of the barrel to give the bullet a stabilizing spin after it leaves the barrel. Net sales of rifles by the Company accounted for $338.2 million, $310.2 million, and $306.8 million of total net sales for the years 2025, 2024, and 2023, respectively.
Pistols
A pistol is a handgun in which the ammunition chamber is an integral part of the barrel and which typically is fed ammunition from a magazine contained in the grip. Net sales of pistols by the Company accounted for $141.9 million, $135.3 million, and $131.4 million of revenues for the years 2025, 2024, and 2023, respectively.
Revolvers
A revolver is a handgun that has a cylinder that holds the ammunition in a series of chambers which are successively aligned with the barrel of the gun during each firing cycle. There are two general types of revolvers, single-action and double-action. To fire a single-action revolver, the hammer is pulled back to cock the gun and align the cylinder before the trigger is pulled. To fire a double-action revolver, a single trigger pull advances the cylinder and cocks and releases the hammer. Net sales of revolvers by the Company accounted for $39.2 million, $54.8 million, and $72.5 million of revenues for the years 2025, 2024, and 2023, respectively.
Shotguns
A shotgun is a long gun with a smooth barrel interior which fires lead or steel pellets. Sales of shotguns by the Company accounted for approximately $0.1 million of revenues for 2025. Shotgun sales were de minimis for 2024 and 2023.
Accessories
The Company also manufactures and sells accessories and replacement parts for its firearms. These sales accounted for $27.4 million, $33.3 million, and $30.0 million of total net sales for the years 2025, 2024, and 2023, respectively.
Castings Products
Net sales attributable to the Company’s casting operations (excluding intercompany transactions) accounted for $2.6 million, $3.0 million, and $3.0 million, for 2025, 2024, and 2023, respectively. These sales represented less than 1% of total net sales in each year.
Manufacturing
Firearms
The Company produces some of its pistol models, most of its revolvers, and some of its rifle models at the Newport, New Hampshire facility. One model of revolver, one model of rifle, and most of the Company’s pistols are produced at the Prescott, Arizona facility. Some rifle models and pistol models are produced at the Mayodan, North Carolina facility. Some rifle models are manufactured at the Hebron, Kentucky facility, which was acquired in July 2025.
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Many of the basic metal component parts of the firearms manufactured by the Company are produced by the Company's castings segment through precision investment casting and metal injection molding. See "Manufacturing- Investment Castings and Metal Injected Moldings" below for a description of these processes. The Company believes that investment castings and MIM parts provide greater design flexibility and result in component parts which are generally close to their ultimate shape and, therefore, require less machining than processes requiring machining a solid billet of metal to obtain a part. Through the use of investment castings and MIM parts, the Company endeavors to produce durable and less costly component parts for its firearms.
All assembly, inspection, and testing of firearms manufactured by the Company are performed at the Company's manufacturing facilities. Every firearm, including every chamber of every revolver manufactured by the Company, is test-fired prior to shipment.
Investment Castings and Metal Injection Moldings
To produce a product by the investment casting method, a wax model of the part is created and coated (“invested”) with several layers of ceramic material. The shell is then heated to melt the interior wax, which is poured off, leaving a hollow mold. To cast the desired part, molten metal is poured into the mold and allowed to cool and solidify. The mold is then broken off to reveal a near net shape cast metal part.
Metal injection molding is a three part powder metallurgy process by which a feedstock consisting of finely powdered metal and binders is processed through injection molding, debinding, and sintering equipment to produce steel, stainless steel, and alloy parts of complex shape and geometry. This process allows for high volume production while eliminating many of the wastes of traditional metal working methods, yielding net shape and near net shape parts.
Marketing and Distribution
Firearms
The Company's firearms are primarily marketed through a network of federally licensed, independent wholesale distributors who purchase the products directly from the Company. They resell to federally licensed, independent retail firearms dealers who in turn resell to legally authorized end users. All retail purchasers are subject to a point-of-sale background check by law enforcement. These end users include sportsmen, hunters, people interested in self-defense, law enforcement and other governmental organizations, and gun collectors. Each domestic distributor carries the entire line of firearms manufactured by the Company for the commercial market. Currently, 13 distributors service the domestic commercial market, with an additional 26 distributors servicing the domestic law enforcement market and 44 distributors servicing the export market.
In 2025, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 27%; Sports South - 22%; and Davidson’s - 18%.
In 2024, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 28%; Sports South - 18%; and Davidson’s - 16%.
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In 2023, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 24%; Davidson’s - 19%; and Sports South - 15%.
The Company employs 18 employees who service these distributors and call on retailers and law enforcement agencies. Because the ultimate demand for the Company's firearms comes from end users rather than from the independent wholesale distributors, the Company believes that the loss of any distributor would not have a material, long-term adverse effect on the Company, but may have a material adverse effect on the Company’s financial results for a particular period. The Company considers its relationships with its distributors to be satisfactory.
The Company also exports its firearms through a network of selected commercial distributors and directly to certain foreign customers, consisting primarily of law enforcement agencies and foreign governments. Foreign sales were 5%, 5%, and 6% of the Company’s consolidated net sales for 2025, 2024, and 2023, respectively.
Investment Castings and Metal Injection Moldings
The castings segment provides castings and MIM parts for the Company’s firearms segment. In addition, the castings segment produces some products for a number of customers in a variety of industries.
Competition
Firearms
Competition in the firearms industry is intense and comes from both foreign and domestic manufacturers. While some of these competitors concentrate on a single industry product category such as rifles or pistols, many competitors manufacture products in two or three of the four categories (rifles, shotguns, pistols, and revolvers) and a few competitors manufacture products in all four categories. The principal methods of competition in the industry are product innovation, quality, availability, brand, and price. The Company believes that it can compete effectively with all of its present competitors.
Investment Castings and Metal Injection Moldings
There are a large number of investment castings and MIM manufacturers, both domestic and foreign, with which the Company competes. Competition varies by product type and end use. Companies offering alternative manufacturing methods, such as wire electric discharge machining (EDM) and computer numeric controlled (CNC) machining, also compete with the Company’s castings segment. Many of these competitors are larger corporations than the Company and have substantially greater financial resources, which could affect the Company’s ability to compete with them. The principal methods of competition in the industry are quality, price, and production lead time.
Human Capital
The Company is an equal opportunity employer dedicated to the attraction, development, and retention of our employees by providing a preferred work environment that promotes and
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celebrates our core values of Integrity, Respect, Innovation and Teamwork. Our goal is to develop, motivate, retain and reward passionate and dedicated employees.
As of February 9, 2026, the Company employed approximately 1,780 full-time employees, approximately 30% of whom had at least ten years of service with the Company.
The Company attracts candidates and retains employees by offering competitive compensation packages, which include:
| · | Base wages, |
| · | Profit sharing, |
| · | Medical and welfare benefits, |
| · | Holidays and other paid time off, and |
| · | 401(k) plan participation and matching program. |
The Company believes its compensation packages:
| · | Provide a base level of compensation to reflect an individual’s role and responsibilities, |
| · | Recognize and reward employees for the Company’s success, and |
| · | Provide for the safety, security and well-being of employees. |
Our primary vehicle for human capital development is Ruger University, which has a mission to:
| · | Enhance the understanding of our industry, Company and culture, |
| · | Strengthen the technical, interpersonal and leadership skills of each employee, and |
| · | Allow employees to positively change their own lives while creating value for all Ruger stakeholders. |
In addition to providing a competitive compensation package and emphasizing the development of employees, the Company retains its employees by maintaining a safe, responsible, and preferred workplace. The Company is committed to conducting business in conformance with the highest ethical standards and in compliance with all applicable legal and regulatory requirements. The “Code of Business Conduct and Ethics” and the “Corporate Compliance Program” are two active programs that guide the Company’s practices to achieve these goals.
Research and Development
In 2025, 2024, and 2023, the Company spent approximately $8.4 million, $8.2 million, and $9.8 million, respectively, on research and development activities relating to new products and the improvement of existing products. Research and development expenses are included in costs of products sold. As of February 21, 2026, the Company had approximately 55 employees whose primary responsibilities were research and development activities.
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Patents and Trademarks
The Company owns various United States and foreign patents and trademarks which have been secured over a period of years and which expire at various times. It is the policy of the Company to apply for patents and trademarks whenever new products or processes deemed commercially valuable are developed or marketed by the Company. The Company deems its patents and trademarks to be valuable and therefore works to police and protect them.
Environmental Matters
The Company is committed to achieving high standards of environmental quality and product safety, and strives to provide a safe and healthy workplace for its employees and others in the communities in which it operates. The Company has programs in place that monitor compliance with various environmental regulations. However, in the normal course of its manufacturing operations the Company is subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment. These regulations are integrated into the Company’s manufacturing, assembly, and testing processes. The Company believes that it is generally in compliance with applicable environmental regulations and that the outcome of any environmental proceedings and orders will not have a material adverse effect on the financial position of the Company, but could have a material adverse effect on the financial results for a particular period.
Information about our Executive Officers
Set forth below are the names, ages, and positions of the executive officers of the Company. Officers serve at the discretion of the Board of Directors of the Company.
| Name | Age | Position With Company |
| Christopher J. Killoy | 67 | President and Chief Executive Officer (until March 1, 2025) |
| Todd W. Seyfert | 56 | President and Chief Executive Officer (effective March 1, 2025) |
| Thomas A. Dineen | 57 | Senior Vice President, Treasurer, and Chief Financial Officer |
| Kevin B. Reid, Sr. | 65 | Vice President, General Counsel, and Corporate Secretary (until May 29, 2025) |
| Sarah F. Colbert | 45 | Senior Vice President, Corporate Secretary and General Counsel (effective May 29, 2025) |
| Shawn C. Leska | 54 | Senior Vice President of Sales and Product Strategy |
| Michael W. Wilson | 49 | Senior Vice President of Operations and Engineering |
| Robert J. Werkmeister, Jr. | 51 | Senior Vice President of Marketing and Customer Experience |
| Benjamin P. Quinn | 36 | Senior Vice President of Strategy and Business Development |
| Timothy M. Lowney | 62 | Vice President of Manufacturing Operations (until September 30, 2025) |
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Christopher J. Killoy became President & Chief Executive Officer on May 9, 2017. Previously he served as President and Chief Operating Officer since January 1, 2014. Prior to that he served as Vice President of Sales and Marketing since November 27, 2006. Mr. Killoy originally joined the Company in 2003 as Executive Director of Sales and Marketing, and subsequently served as Vice President of Sales and Marketing from November 1, 2004 to January 25, 2005. Mr. Killoy stepped down as President & Chief Executive Officer on March 1, 2025 and served as a Special Advisor through his planned retirement from the Company in May 2025. Mr. Killoy currently serves on the Company’s Board of Directors.
Todd W. Seyfert became President & Chief Executive Officer on March 1, 2025. Previously, Mr. Seyfert served as the President of Segment Land Vehicles Americas at Dometic Group AB since January 2024. Prior to that Mr. Seyfert served as the Chief Executive Officer of FeraDyne Outdoors, LLC, a leading manufacturer of premium archery and hunting products from February 2016 through May 2023.
Thomas A. Dineen became Senior Vice President on July 10, 2017. Previously he served as Vice President since May 24, 2006. Prior to that he served as Treasurer and Chief Financial Officer since May 6, 2003 and had been Assistant Controller since 2001. Mr. Dineen joined the Company as Manager, Corporate Accounting in 1997.
Kevin B. Reid, Sr. became Vice President and General Counsel on April 23, 2008. Previously he served as the Company’s Director of Marketing from June 4, 2007. Mr. Reid joined the Company in July 2001 as an Assistant General Counsel. Mr. Reid stepped down as General Counsel, and Corporate Secretary as of May 29, 2025 and as Vice President on June 30, 2025 and will serve as Senior Counsel to the Company until his planned retirement from the Company on June 30, 2026.
Sarah F. Colbert became Senior Vice President, Corporate Secretary and General Counsel on February 11, 2026 after previously being appointed Vice President, Corporate Secretary, and General Counsel on May 29, 2025. She previously served as Vice President of Administration since June 1, 2017. Ms. Colbert has served the Company in various human resource and legal capacities since joining the Company in 2011.
Shawn C. Leska became Senior Vice President of Sales and Product Strategy on February 11, 2026. Previously, he served as Vice President of Sales and Product Strategy since July 16, 2025 and Vice President, Sales since November 6, 2015. Mr. Leska joined the Company in 1989 and has served in a variety of positions in the sales department. Most recently, Mr. Leska served as Director of Sales since 2011.
Michael W. Wilson became Senior Vice President of Operations and Engineering on February 11, 2026. Previously, he served as Vice President of New Product Development since May 21, 2025,
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Vice President of Operations and Engineering since April 1, 2024 and Vice President of Operations for New Product Development, Product Engineering and Mayodan Manufacturing since June 15, 2023. Mr. Wilson joined the Company in July 2007.
Robert J. Werkmeister, Jr. became Senior Vice President of Marketing and Customer Experience on February 11, 2026. Mr. Werkmeister had served as the Company’s Vice President of Marketing and Customer Experience since July 11, 2025, Vice President of Marketing since joining the Company on June 1, 2017 and Director of Marketing since January 2013 as President and founder of Symbolic, Inc., a full-service marketing agency. While with Symbolic, Rob began working with Ruger as a client in 2002 and has been the primary strategic marketing driver for Ruger since 2007.
Benjamin P. Quinn was named Senior Vice President of Strategy and Business Development on February 11, 2026 after recently being appointed Vice President of Strategy and Business Development on April 14, 2025. Before joining Ruger, Mr. Quinn held high-impact roles at organizations such as United Airlines, Strategy& (PwC's global strategy consulting business), and most recently, as Director of Strategic Initiatives at Dometic Corporation.
Where You Can Find More Information
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly, files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and other information with the Securities and Exchange Commission (the “SEC”). As an electronic filer, the Company's public filings are maintained on the SEC's website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.
The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act accessible free of charge through the Company's website after the Company has electronically filed such material with, or furnished it to, the SEC. The address of that website is http://www.ruger.com. However, such reports may not be accessible through the Company's website as promptly as they are accessible on the SEC’s website.
Additionally, the Company’s corporate governance materials, including its Corporate Governance Guidelines, the charters of the Audit, Compensation, and Nominating and Corporate Governance committees, and the Code of Business Conduct and Ethics may also be found under the “Investor Relations” subsection of the “Corporate” section of the Company’s website at http://www.ruger.com/corporate. A copy of the foregoing corporate governance materials is
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available upon written request to the Corporate Secretary at Sturm, Ruger & Company, Inc., 1 Lacey Place, Southport, Connecticut 06890.
ITEM 1A—RISK FACTORS
The Company’s operations could be affected by various risks, many of which are beyond its control. Based on current information, the Company believes that the following identifies the most significant risk factors that could have a material, adverse effect on its business, operating results, and financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
In evaluating the Company’s business, the following risk factors, as well as other information in this report, should be carefully considered.
Changes in government policies and firearms legislation could adversely affect the Company’s financial results.
The sale, purchase, ownership, and use of firearms are subject to thousands of federal, state and local governmental regulations. The basic federal laws are the National Firearms Act, the Federal Firearms Act, and the Gun Control Act of 1968. Federal law generally prohibits the private ownership of fully automatic weapons manufactured after 1986 and places certain restrictions on the interstate sale of firearms unless certain licenses are obtained. The Company does not manufacture fully automatic weapons and holds all necessary licenses under these federal laws. If the scope of the National Firearms Act is expanded to regulate firearms currently regulated by the Gun Control Act, it could make acquisition of commonly owned and used firearms more expensive and complicated for consumers, which could have a material adverse impact on demand for Company products. Several states currently have laws in effect similar to the aforementioned legislation.
In 2005, Congress enacted the Protection of Lawful Commerce in Arms Act (“PLCAA”). The PLCAA was enacted to address abuses by cities and agenda-driven individuals who wrongly sought to make firearms manufacturers liable for legally manufactured and lawfully sold products if those products were later used in criminal acts. The Company believes the PLCAA merely codifies common sense and long standing tort principles. Several state legislatures have recently enacted laws specifically designed to circumvent the PLCAA. These laws define a firearm industry member’s failure to implement undefined “reasonable controls” to prevent criminal misuse of firearms as a public nuisance. This type of law is novel and untested, but if successfully used against the Company, could have a material adverse impact on the Company. If the PLCAA is repealed or continuing efforts to circumvent it are successful and lawsuits similar to those filed by cities and agenda-driven individuals in the late 1990s and early 2000s are allowed to proceed, it could have a material adverse impact on the Company.
Currently, federal and several states’ legislatures are considering additional legislation relating to the regulation of firearms, and a number of new laws have been enacted at the federal, state, and local level. Enacted legislation and proposed bills are numerous and extremely varied, but many seek to limit magazine capacity, restrict or ban the sale and, in some cases, the ownership of various
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types of firearms, or ban commonly owned firearms with certain features. Other legislation seeks to require new technologies, such as microstamping and so-called “smart gun” technology, which are not proven, reliable or feasible.
The Company believes that the lawful private ownership of firearms is guaranteed by the Second Amendment to the United States Constitution and that the widespread private ownership of firearms in the United States will continue. However, there can be no assurance that the regulation of firearms will not become more restrictive in the future and that any such restriction would not have a material adverse effect on the business of the Company. Numerous bills regulating the ownership of firearms have been proposed at the state and federal levels, and these bills propose a wide variety of restrictions including, for example, limiting the number of firearms that may be purchased in a specified time, increasing the age for ownership, imposing additional licensing or registration requirements, creating additional restrictions on certain, common firearm features, and levying new taxes on firearms and/or ammunition.
The Company’s results of operations could be further adversely affected if legislation with diverse requirements is enacted.
With literally thousands of laws being proposed at the federal, state and local levels, if even a small percentage of these laws are enacted and they are incongruent, the Company could find it difficult, expensive or even practically impossible to comply with them, impeding new product development and distribution of existing products.
The Company’s results of operations could be adversely affected by litigation.
The Company faces risks arising from various asserted and unasserted litigation matters. These matters include, but are not limited to, assertions of allegedly defective product design or manufacture, alleged failure to warn, claimed unfair trade practices, purported class actions against firearms manufacturers, generally seeking relief such as medical expense reimbursement, property damages, and punitive damages arising from accidents involving firearms or the criminal misuse of firearms, and those lawsuits filed on behalf of municipalities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as final adverse judgment, significant settlement or changes in applicable law. A future adverse outcome in any one or more of these matters could have a material adverse effect on the Company’s financial results. See Note 20 to the financial statements which are included in this Annual Report on Form 10-K.
The Company relies upon relationships with financial institutions.
The Company utilizes the services of numerous financial institutions, including banks, insurance carriers, transfer agents, and others. Anti-gun politicians, gun-control activists, and others may target these institutions and attempt to pressure them into ceasing to do business with the Company, or to use financial relationships to impose unacceptable and improper restrictions on the Company’s business, which could have a material adverse impact on the Company’s business, operating results, and financial condition. The potential volatility of these relationships may also impact the Company’s decision making regarding the appropriate allocation of capital to be used for activities such as internal investment, share repurchases, and potential acquisitions.
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The Company’s insurance may be insufficient to protect us from claims or losses.
The Company maintains insurance coverage with third-party insurers and through a wholly-owned captive insurance company with respect to product liability claims, which the Company established in 2024. However, not every risk or liability is or can be protected by insurance, and, for those risks it insures, the limits of coverage it purchases, or that are reasonably obtainable in the market, or the funding level of the Company’s wholly-owned captive insurance company may not be sufficient to cover all actual losses or liabilities incurred. Moreover, there is a risk that commercially available liability insurance will not continue to be available to the Company at a reasonable cost, if at all. If liability claims or losses exceed the Company’s current or available insurance coverage, its business may be harmed.
The Company’s results of operations could be adversely affected by a decrease in demand for Company products.
If demand for the Company’s products decreases significantly, the Company would be unable to efficiently utilize its capacity, and profitability would suffer. Decreased demand could result from a macroeconomic downturn, or could be specific to the Company and/or the firearms industry as a result of social, political, or other factors. If the decrease in demand occurs abruptly, the adverse impact would be even greater.
The financial health of the Company’s independent distributors is critical to its success.
Over 90% of the Company’s sales are made to 13 federally licensed, independent wholesale distributors. The Company reviews its distributors’ financial statements and has credit insurance for many of them. However, the Company’s credit evaluations of distributors and credit insurance may not be completely effective, especially if higher interest rates continue to exact a financial strain. If one or more independent distributors experience financial distress or liquidity issues, the Company’s sales could be adversely affected and the Company may not be able to collect its accounts receivable on a timely basis, which would have an adverse impact on its operating results and financial condition.
The Company must comply with various laws and regulations pertaining to workplace safety and environment, environmental matters, and firearms manufacturing.
In the normal course of its manufacturing operations, the Company is subject to numerous federal, state and local laws and governmental regulations, and governmental proceedings and orders. These laws and regulations pertain to matters like workplace safety and environment, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. Noncompliance with any one or more of these laws and regulations could have a material adverse impact on the Company.
Misconduct of the Company’s employees or contractors could cause the Company to lose customers and could have a significant adverse impact on its business and reputation.
Misconduct, fraud or other improper activities by the Company’s employees or contractors could have a material adverse impact on its business and reputation. Such misconduct could include the failure to comply with federal, state, local or foreign government procurement regulations, regulations regarding the protection of personal information, laws and regulations relating to antitrust and any other applicable laws or regulations.
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Product quality and performance is important to the Company’s success.
The Company has a long history of producing rugged, reliable firearms for the commercial market. While the Company believes its record of designing, manufacturing, and selling high-quality products demonstrates its commitment to safety and quality, the Company has occasionally identified design and/or manufacturing issues with respect to some firearms and, as a result, issued a product safety bulletin or initiated a product recall. Depending upon the volume of products the Company has shipped into the market, any future recall or safety bulletin could harm its reputation, cause the Company to lose business, and cause the Company to incur significant support and repair costs.
The ability to develop and produce new products is important to the Company’s success.
The Company has a long history of designing, engineering, and manufacturing innovative new products. These new products help to drive growth, excitement, and profitability and have historically allowed the Company to refrain from having to extend some of the aggressive promotions, discounts, rebates, and the extension of payment terms offered by its competitors. While the Company believes it has a strong record of designing, manufacturing, and selling new, high-quality products, failure to continue to do so in the future could harm its reputation, cause the Company to lose business, and cause the Company to incur significant promotional costs, which would have an adverse impact on its operating results and financial condition.
The Company may be impacted by the actions of its competitors.
The Company remains focused on the long-term goal of creating shareholder value. Its disciplined pricing and promotion strategy may not always benefit current period sales and profitability, but endeavors to enhance its long-term performance and promote consistency throughout the distribution channel. Allowing both independent distributors and retailers to confidently invest in its inventory is essential to the Company’s long-term success and leadership in the volatile firearms market. However, the aggressive promotions, discounts, rebates, and the extension of payment terms offered by its competitors could negatively impact the Company’s market share, which would have an adverse impact on its operating results and financial condition.
Business disruptions at one of the Company’s manufacturing facilities could adversely affect the Company’s financial results.
The Newport, New Hampshire, Prescott, Arizona, Mayodan, North Carolina, Hebron, Kentucky, and Earth City, Missouri facilities are critical to the Company’s success. These facilities house the Company’s principal production, research, development, engineering, design, and shipping operations. Any event that causes a disruption of the operation of any of these facilities for even a relatively short period of time could have a material adverse effect on the Company’s ability to produce and ship products and to provide service to its customers.
The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of operations.
Cybersecurity threats are significant and evolving and include, among others, malicious software, attempts to gain unauthorized access to data, ransomware, social engineering technologies and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. In
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addition to security threats, the Company is also subject to other systems failures, including network, software or hardware failures, whether caused by the Company, third-party service providers, cloud platforms, software vendors, vulnerabilities, natural disasters, power shortages, terrorist attacks or other events. The unavailability of the Company’s information or communications systems, the failure of these systems to perform as anticipated or any significant breach of data security could cause loss of data, disrupt Company operations, lead to financial losses from remedial actions, require significant management attention and resources, expose the Company to legal claims, regulatory investigations, penalties, compliance costs, and negatively impact the Company’s reputation among its customers and the public, which could have a negative impact on the Company’s financial condition, results of operations and liquidity.
The lack of available raw materials or component parts could disrupt or even cease the Company’s manufacturing operations. Even if manufacturing operations are not disrupted, increased costs of raw materials and component parts could adversely affect the Company’s financial results.
Third parties supply the Company with various raw materials for its firearms and castings, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. If market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.
The Company relies primarily on third parties for transportation of the products it manufactures as well as delivery of its raw materials.
Any increase in the cost of the transportation of the Company’s raw materials or products, as a result of increases in fuel or labor costs, higher demand for logistics services, consolidation in the transportation industry or otherwise, increased restrictions on the transportation of firearms, may adversely affect its results of operations. If any of these providers were to fail to deliver raw materials to the Company in a timely manner, the Company may be unable to manufacture and deliver its products in a timely manner. In addition, if any of these third parties were to cease operations or cease doing business with the Company, the Company may be unable to replace them at a reasonable cost. And such failure of a third-party transportation provider could harm the Company’s reputation, negatively affect its customer relationships and have a material adverse effect on its financial position and results of operations.
Availability and retention of the Company’s labor force, especially its key management, is critical to the success of the Company.
The Company has observed an overall tightening and increasingly competitive labor market, which could inhibit its ability to recruit and retain the employees it requires and could lead to increased costs, such as additional overtime to meet demand and increased wages and benefits to attract and retain employees. The Company relies on the knowledge, experience, and leadership skills of its senior management team. The Company’s senior executives are generally not bound by employment agreements. The loss of the services of one or more of the Company’s senior executives or other key personnel could have a significant adverse impact on its business.
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The Company’s business may be adversely affected by tariffs, trade sanctions or similar government actions.
The actual or threatened imposition of tariffs, sanctions or other restrictions on goods exported from the United States or imported into the United States, or countermeasures imposed in response to such government actions, could increase the Company’s cost of products sold or reduce its ability to sell products globally, which may adversely affect its operating results and financial condition. While the Company sources the majority of its materials domestically, the imposition of tariffs could lead to increased demand and pricing on domestic materials, which could result in an increase to the Company’s cost of products sold and a reduction in its gross margin. So far, these new tariffs and trade policies have not had a significant impact on the Company’s business operations and financial results. However, there is no guarantee that the Company can avoid the impact of tariff and related economic effects in the future, and these trade measures and retaliations may directly impair its business by increasing trade-related costs or disrupting established supply chains.
The Company’s Rights Plan could discourage, delay, or prevent a change in control over us and may affect the trading price of our Common Stock.
On October 14, 2025, the Company’s Board of Directors approved the adoption of the Rights Plan and authorized and declared a dividend of one common stock purchase right (a “Right”) for each share of Common Stock outstanding at the close of business on October 24, 2025 and that may become outstanding between such date and the Distribution Date (as defined in the Rights Plan) or the earlier Expiration Date (as defined in the Rights Plan). If the Rights become exercisable, all holders of Rights (other than the person or group triggering the Rights Plan, whose Rights would become void) will be entitled to acquire shares of Common Stock at a 50% discount to the then-current market price or the Company may exchange each Right held by such holders for one share of Common Stock. The Rights Plan may discourage, delay, or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders of the Company, and could limit the price that investors would be willing to pay in the future for the Company’s Common Stock. The foregoing summary of the Rights Plan is qualified in its entirety by the Rights Plan.
The Company’s business could be negatively affected as a result of actions of activist stockholders, and such activism could adversely affect the strategic direction and business results of the Company.
Publicly traded companies are increasingly subject to activist stockholders advocating corporate actions such as operational, governance, management or social changes, financial restructurings, increased borrowings, special dividends, stock repurchases, or sales of assets or entire companies to third parties or to the activist stockholders themselves. The Company has been and may continue to be subject to actions from activist stockholders or others that may not align with its business strategies or may not be in the best interests of all of its stockholders. Actions taken by the Company’s Board of Directors and management in seeking to maintain constructive engagement with certain stockholders may not be successful to prevent the occurrence of stockholder activist campaigns or changes that adversely affect the strategic direction or business results of the Company.
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ITEM 1B—UNRESOLVED STAFF COMMENTS
None
ITEM 1C—CYBERSECURITY
Risk management and strategy
The Company
has processes for assessing, identifying, and managing material risks from cybersecurity threats.
The Company has an Information Security Program (“Program”) to protect personal and proprietary information in compliance with applicable federal and state requirements. The Program is designed to:
| · | Ensure the security and confidentiality of employee and customer personal information and Company proprietary information; |
| · | Protect against anticipated threats or hazards to the security or integrity of such information; and |
| · | Protect against unauthorized access to, use of, or transfer of such information in a manner that could harm or inconvenience the Company, employees or customers. |
For more information about these risks, see the risk factor titled “The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of operations” under Item 1A.
Governance
The Board recognizes that oversight of risk management is an important function and, for that reason, created the Risk Oversight Committee in 2010. Since that time, the Board has received regular reports from the Risk Oversight Committee and senior management in areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, reputational and industry-related risks. The Risk Oversight Committee and the full Board reviewed and discussed these reports with the goal of overseeing the identification and management of, and the development of mitigation strategies for, these risks.
As part of its ongoing evaluation of Board efficacy and structure, the Board carefully considered this model for evaluating and managing risk. Among other things, the Board observed that, typically, the entire Board was present for meetings of the Risk Oversight Committee and
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participated in risk
discussions, rendering further discussions at Board meetings largely redundant. Accordingly,
Senior IT leaders are
responsible for developing appropriate cybersecurity programs, including as may be required by applicable law or regulation.
ITEM 2—PROPERTIES
The Company’s manufacturing operations are carried out at five facilities. The following table sets forth certain information regarding each of these facilities:
| Approximate Aggregate Usable Square Feet |
Status | Segment | ||||
| Newport, New Hampshire | 350,000 | Owned | Firearms/Castings | |||
| Prescott, Arizona | 230,000 | Leased | Firearms | |||
| Mayodan, North Carolina | 220,000 | Owned | Firearms | |||
| Hebron, Kentucky | 65,000 | Owned | Firearms | |||
| Earth City, Missouri | 35,000 | Leased | Castings | |||
Each firearms facility contains enclosed ranges for testing firearms. The lease of the Prescott facility provides for rental payments which are approximately equivalent to estimated rates for real property taxes.
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The Company has other facilities that were not used in its manufacturing operations in 2025:
| Approximate Aggregate Usable Square Feet |
Status | Segment | ||||
| Southport, Connecticut | 25,000 | Owned | Corporate | |||
| Newport, New Hampshire (Dorr Woolen Building) |
45,000 | Owned | Firearms | |||
| Enfield, Connecticut | 10,000 | Leased | Firearms | |||
| Mayodan, North Carolina | 225,000 | Owned | Firearms | |||
There are no mortgages or any other major encumbrance on any of the real estate owned by the Company.
The Company’s principal executive offices are located in Southport, Connecticut.
ITEM 3—LEGAL PROCEEDINGS
The nature of the legal proceedings against the Company is discussed at Note 20 to the financial statements, which are included in this Form 10-K.
The Company has reported all cases instituted against it through September 27, 2025, and the results of those cases, where terminated, to the SEC on its previous Form 10-Q and 10-K reports, to which reference is hereby made.
There was one lawsuit formally instituted against the Company during the three months ending December 31, 2025. Thorne v. Sturm, Ruger & Company, Inc. was served on November 13, 2025 and is pending in the District Court of the Fifth Judicial District of the State of Idaho, In and For the County of Twin Falls.
During the three months ending December 31, 2025, the previously reported case of Jones v. Sturm, Ruger & Company, Inc. was dismissed by the trial court following confirmation of a settlement. In addition, the previously reported case of Willeford v. Sturm, Ruger & Company was also dismissed.
ITEM 4—MINE SAFETY DISCLOSURES – NOT APPLICABLE
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PART II
ITEM 5—MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company’s common stock is traded on the New York Stock Exchange under the symbol “RGR.” At February 13, 2026, the Company had 1,745 stockholders of record.
Issuer Repurchase of Equity Securities
In 2023, 2024 and 2025 the Company repurchased shares of its common stock. Details of the purchases in 2023, 2024 and 2025 follow:
| Period | Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Purchased as Part of Publicly Announced Program |
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Program | ||||||||||||
| Fourth Quarter 2023 | ||||||||||||||||
| October 1 to October 28 | — | — | — | |||||||||||||
| October 29 to November 25 | 179,341 | $ | 45.20 | 179,341 | ||||||||||||
| November 26 to December 31 | 84,721 | $ | 43.67 | 84,721 | ||||||||||||
| First Quarter 2024 | ||||||||||||||||
| January 1 to January 27 | 7,317 | $ | 43.42 | 7,317 | ||||||||||||
| January 28 to February 24 | 20,307 | $ | 42.93 | 20,307 | ||||||||||||
| February 25 to March 30 | 47,400 | $ | 42.79 | 47,400 | ||||||||||||
| Second Quarter 2024 | ||||||||||||||||
| March 31 to April 27 | — | — | — | |||||||||||||
| April 28 to May 25 | 28,924 | $ | 42.92 | 28,924 | ||||||||||||
| May 26 to June 29 | 373,969 | $ | 42.27 | 373,969 | ||||||||||||
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| Third Quarter 2024 | ||||||||||||||||
| June 30 to July 27 | 156,517 | $ | 41.27 | 156,517 | ||||||||||||
| July 28 to August 24 | — | — | — | |||||||||||||
| August 25 to September 28 | 64,325 | $ | 40.66 | 64,325 | ||||||||||||
| Fourth Quarter 2024 | ||||||||||||||||
| September 29 to October 26 | 11,340 | $ | 40.50 | 11,340 | ||||||||||||
| October 27 to November 23 | 52,129 | $ | 39.50 | 52,129 | ||||||||||||
| November 23 to December 31 | 72,832 | $ | 34.81 | 72,832 | ||||||||||||
| First Quarter 2025 | ||||||||||||||||
| January 1 to January 25 | 28,720 | $ | 34.44 | 28,720 | ||||||||||||
| January 26 to February 22 | — | — | — | |||||||||||||
| February 23 to March 29 | 50,480 | $ | 39.62 | 50,480 | ||||||||||||
| Second Quarter 2025 | ||||||||||||||||
| March 30 to April 26 | 99,951 | $ | 37.98 | 99,951 | ||||||||||||
| April 27 to May 24 | 171,061 | $ | 35.20 | 171,061 | ||||||||||||
| May 25 to June 28 | 92,872 | $ | 35.86 | 92,872 | ||||||||||||
| Third Quarter 2025 | ||||||||||||||||
| June 29 to July 26 | 116,667 | $ | 35.24 | 116,667 | ||||||||||||
| July 27 to August 23 | 173,014 | $ | 33.75 | 173,014 | ||||||||||||
| August 24 to September 27 | — | — | — | |||||||||||||
| Fourth Quarter 2025 | ||||||||||||||||
| September 28 to October 25 | — | $ | — | — | ||||||||||||
| October 26 to November 22 | — | $ | — | — | ||||||||||||
| November 23 to December 31 | — | — | — | |||||||||||||
| Total | 1,831,887 | $ | 39.48 | 1,831,887 | $ | 14,300,000 |
All of these purchases were made with cash held by the Company and no debt was incurred.
At December 31, 2025 approximately $14.3 million remained authorized for share repurchases.
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Comparison of Five-Year Cumulative Total Return* |
| Sturm,
Ruger & Co., Inc., Standard & Poor’s 500, Dow Jones US Recreational Products TSM Index, and Russell 2000 Index |
| (Performance Results Through 12/31/25) |
| 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | |||||||||||||||||||
| Sturm, Ruger & Company, Inc. | 100.00 | 109.27 | 92.28 | 84.85 | 67.10 | 62.99 | ||||||||||||||||||
| Standard & Poors 500 | 100.00 | 128.71 | 105.40 | 133.10 | 166.40 | 196.16 | ||||||||||||||||||
| Russell 2000 Index | 100.00 | 114.82 | 91.35 | 106.82 | 119.14 | 134.40 | ||||||||||||||||||
| Dow Jones US Recreational Products TSM | 100.00 | 130.85 | 85.93 | 105.81 | 80.71 | 72.88 |
For the year ended December 31, 2025, the Company has provided the five year cumulative total return results for the Dow Jones US Recreational Products Index, a widely-published index tracking companies that provide recreational products.
ITEM 6—[RESERVED]
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ITEM 7—MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Company Overview
Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales represent approximately 5% of total sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic. The Company’s firearms are sold through a select number of independent wholesale distributors, principally to the commercial sporting market.
The Company also manufactures investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and for sale to unaffiliated, third-party customers. Less than 1% of sales are from the castings segment.
Results of Operations - 2025
Product Demand
The estimated sell-through of the Company’s products from the independent distributors to retailers in 2025 increased 5% from 2024. In 2025, adjusted NICS decreased 4% from 2024. The increase in the sell-through of the Company’s products despite the decrease in adjusted NICS background checks may be attributable to new product introductions, like the Ruger American Rifle Generation II bolt-action rifles, the Marlin lever-action rifles, Glenfield and Harrier rifles, and the RXM pistol, which helped offset aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.
Estimated sell-through from distributors to retailers and total adjusted NICS background checks:
| 2025 | 2024 | 2023 | ||||||||||
| Estimated Units Sold from Distributors to Retailers (1) | 1,537,600 | 1,471,300 | 1,406,600 | |||||||||
| Total Adjusted NICS Background Checks (2) | 14,612,300 | 15,239,000 | 15,848,000 | |||||||||
| (1) | The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they: |
| · | Rely on data provided by independent distributors that are not verified by the Company, |
| · | Do not consider potential timing issues within the distribution channel, including goods-in-transit, and |
| · | Do not consider fluctuations in inventory at retail. |
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| (2) | NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons. |
The adjusted NICS data presented above was derived by the NSSF by subtracting NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases.
Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.
Orders Received and Ending Backlog
The Company uses the estimated unit sell-through of its products from the independent distributors to retailers, along with inventory levels at the independent distributors and at the Company, as the key metrics for planning production levels.
The units ordered, value of orders received and ending backlog, net of Federal Excise Tax, for the trailing three years are as follows (dollars in millions, except average sales price):
| 2025 | 2024 | 2023 | ||||||||||
| Orders Received | $ | 515.8 | $ | 533.3 | $ | 433.8 | ||||||
| Average Sales Price of Orders Received | $ | 322 | $ | 377 | $ | 374 | ||||||
| Ending Backlog | $ | 285.0 | $ | 252.9 | $ | 229.0 | ||||||
| Average Sales Price of Ending Backlog | $ | 524 | $ | 568 | $ | 522 | ||||||
Production
The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company, to plan production levels and manage inventories. These reviews resulted in an increase in total unit production of 6% in 2025 compared to 2024.
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Annual Summary Unit Data
Firearms unit data for orders, production, and shipments follows:
| 2025 | 2024 | 2023 | ||||||||||
| Units Ordered | 1,602,700 | 1,414,300 | 1,159,000 | |||||||||
| Units Produced | 1,456,300 | 1,379,500 | 1,398,200 | |||||||||
| Units Shipped | 1,504,000 | 1,407,800 | 1,367,500 | |||||||||
| Average Sales Price | $ | 364 | $ | 377 | $ | 395 | ||||||
| Units – Backlog | 543,900 | 445,300 | 438,800 | |||||||||
Inventories
The Company’s finished goods inventory decreased by 47,700 units during 2025, while distributor inventories of the Company’s products decreased by 33,500 units during the same period.
Inventory data follows:
| 2025 | 2024 | 2023 | ||||||||||
| Units – Company Inventory | 67,500 | 115,200 | 143,500 | |||||||||
| Units – Distributor Inventory (3) | 162,300 | 195,800 | 259,300 | |||||||||
| Total inventory (4) | 229,800 | 311,000 | 402,800 | |||||||||
| (3) | Distributor ending inventory as provided by the independent distributors of the Company’s products. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors. |
| (4) | This total does not include inventory at retailers. The Company does not have access to data on retailer inventories. |
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Year ended December 31, 2025, as compared to year ended December 31, 2024:
Net Sales, Cost of Products Sold, and Gross Profit
Net sales, cost of products sold, and gross profit data for the year ended December 31, (dollars in millions):
| 2025 | 2024 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 543.5 | $ | 532.6 | $ | 10.9 | 2.0 | % | ||||||||
| Net casting sales | 2.6 | 3.0 | (0.4 | ) | (14.9 | )% | ||||||||||
| Total net sales | 546.1 | 535.6 | 10.5 | 1.9 | % | |||||||||||
| Cost of products sold | 464.9 | 421.2 | 43.7 | 10.4 | % | |||||||||||
| Gross profit | $ | 81.2 | $ | 114.4 | $ | (33.2 | ) | (29.1 | )% | |||||||
| Gross margin | 14.9% | 21.4% | (6.5 | )% | (30.4 | )% |
Firearms sales increased 2%, driven by a 7% increase in unit shipments, partially offset by the $5.7 million reduction related to the close out of 67,000 units of discontinued models in the second quarter of 2025. New products represented $169.5 million or 33% of firearms sales in 2025, an increase from $159.3 million or 32% of firearms sales in 2024. New product sales include only major new products that were introduced in the past two years. In 2025, new products included the RXM pistol, American Centerfire Rifle Generation II, Marlin 1894 lever-action rifles, Glenfield rifles, Harrier rifles, and the Ruger Red Label Shotgun, as well as the Super Wrangler revolver, which was only included for a portion of the year.
The decreased gross profit for the year ended December 31, 2025 is attributable to inventory rationalization write-offs and the aforementioned sales reductions taken in the second quarter of 2025, $4.3 million of operating costs at the new Hebron facility that was acquired in July, increased
costs associated with material and technology, a product mix shift toward products with relatively lower margins that remain in relatively stronger demand and increased sales promotional expenses, partially off-set by favorable deleveraging of fixed costs resulting from increased production.
The decrease in gross margin for the year ended December 31, 2025 is attributable to the aforementioned factors.
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Selling, General and Administrative
Selling and general and administrative expenses data for the year ended December 31, (dollars in millions):
| 2025 | 2024 | Change | % Change | |||||||||||||
| Selling expenses | $ | 39.1 | $ | 38.8 | $ | 0.3 | 0.8% | |||||||||
| General and administrative expenses | 54.2 | 44.0 | 10.2 | 23.2% | ||||||||||||
| Other operating expenses | 0.2 | — | 0.2 | 100.0% | ||||||||||||
| Total operating expenses | $ | 93.5 | $ | 82.8 | $ | 10.7 | 12.9% |
Selling expenses for the year ended December 31, 2025 were substantially unchanged from 2024, as increases in promotional and marketing initiatives was largely offset by decreases in spending on industry shows, personnel costs, and shipping expenses.
The increase in general and administrative expenses for the year ended December 31, 2025 was primarily attributable to expenses incurred due to the Company’s leadership transition and organizational realignment, as well as increased information technologies related expenses and professional fees associated with the purchase of the Anderson Manufacturing assets and the implementation of the Rights Plan.
Operating (Loss) Income
Operating loss was $12.3 million or 2.3% of sales in 2025. This is a decrease of $43.9 million from 2024 operating income of $31.6 million or 5.9% of sales.
Other Operating Income (Expense), Net
Other income data for the year ended December 31, (dollars in millions):
| 2025 | 2024 | Change | % Change | |||||||||||||
| Royalty income | $ | 1.4 | $ | 0.8 | $ | 0.6 | 63.5 | % | ||||||||
| Interest income | 3.2 | 4.9 | (1.7 | ) | (33.3 | )% | ||||||||||
| Interest expense | (0.1 | ) | (0.1 | ) | — | (7.8 | )% | |||||||||
| Other income, net | 0.6 | 0.5 | 0.1 | 18.9 | % | |||||||||||
| Other income | $ | 5.1 | $ | 6.1 | $ | (1.0 | ) | (16.1 | )% | |||||||
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The decrease in other income for the year ended December 31, 2025 was primarily the result of decreases in interest income due to decreased interest rates earned on short-term investments and other income, partially offset by increased royalty income.
Income Taxes and Net Income
The effective income tax rate was 38.7% in 2025 and 19.1% in 2024. The Company's 2025 and 2024 effective tax rates differ from the statutory federal tax rate due principally to research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation.
As a result of the foregoing factors, consolidated net loss was $4.4 million in 2025. This represents a decrease of $35.0 million from 2024 consolidated net income of $30.6 million.
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Non-GAAP Financial Measure
In an effort to provide investors with additional information regarding its 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 measures may not be comparable to similarly titled 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 its financial performance.
Non-GAAP Reconciliation – EBITDA
EBITDA
(Unaudited, dollars in thousands)
| Year ended December 31, | 2025 | 2024 | ||||||
| Net (loss) income | $ | (4,391 | ) | $ | 30,563 | |||
| Inventory rationalization | 17,002 | — | ||||||
| Income tax (benefit) expense | (2,770 | ) | 7,212 | |||||
| Depreciation and amortization expense | 22,871 | 22,063 | ||||||
| Interest expense | 94 | 102 | ||||||
| Interest income | (3,259 | ) | (4,885 | ) | ||||
| EBITDA | $ | 29,547 | $ | 55,055 | ||||
| EBITDA margin | 5.4 | % | 10.3 | % | ||||
| Net income margin | (0.8 | )% | 5.7 | % | ||||
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 certain non-recurring, non-cash, non-operating expenses.
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Quarterly Data
To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:
| 2025 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 550,300 | 286,500 | 355,900 | 410,000 | ||||||||||||
| Units Produced | 357,800 | 344,900 | 381,600 | 372,000 | ||||||||||||
| Units Shipped | 424,400 | 361,500 | 361,400 | 356,700 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 478,800 | 370,600 | 328,500 | 364,700 | ||||||||||||
| Total Adjusted NICS BackgroundChecks | 4,294,600 | 3,249,000 | 3,251,000 | 3,817,000 | ||||||||||||
| Average Unit Sales Price | $ | 355 | $ | 336 | $ | 349 | $ | 379 | ||||||||
| Units – Backlog | 543,900 | 418,000 | 493,100 | 498,600 | ||||||||||||
| Units – Company Inventory | 67,500 | 134,100 | 150,700 | 130,500 | ||||||||||||
| Units – Distributor Inventory (5) | 162,300 | 211,700 | 220,700 | 187,900 | ||||||||||||
| 2024 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 374,300 | 316,900 | 250,500 | 472,600 | ||||||||||||
| Units Produced | 364,300 | 330,300 | 370,400 | 314,500 | ||||||||||||
| Units Shipped | 398,700 | 327,400 | 336,300 | 345,400 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 410,500 | 336,300 | 327,800 | 396,700 | ||||||||||||
| Total Adjusted NICS BackgroundChecks | 4,460,000 | 3,432,000 | 3,364,000 | 3,983,000 | ||||||||||||
| Average Unit Sales Price | $ | 364 | $ | 371 | $ | 386 | $ | 394 | ||||||||
| Units – Backlog | 445,300 | 469,700 | 480,200 | 566,000 | ||||||||||||
| Units – Company Inventory | 115,200 | 149,600 | 146,700 | 112,600 | ||||||||||||
| Units – Distributor Inventory (5) | 195,800 | 207,600 | 216,500 | 208,000 | ||||||||||||
| (5) | Distributor ending inventory as provided by the independent distributors of the Company’s products. |
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Orders Received and Ending Backlog
(in millions except average sales price, net of Federal Excise Tax)
| 2025 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 160.2 | $ | 87.9 | $ | 113.7 | $ | 154.0 | ||||||||
| Average Sales Price of Orders Received | $ | 322 | $ | 307 | $ | 319 | $ | 376 | ||||||||
| Ending Backlog | $ | 285.0 | $ | 227.0 | $ | 263.1 | $ | 275.2 | ||||||||
| Average Sales Price of Ending Backlog | $ | 524 | $ | 543 | $ | 534 | $ | 552 | ||||||||
| 2024 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 126.3 | $ | 109.4 | $ | 99.5 | $ | 198.2 | ||||||||
| Average Sales Price of Orders Received | $ | 337 | $ | 345 | $ | 397 | $ | 419 | ||||||||
| Ending Backlog | $ | 252.9 | $ | 268.7 | $ | 272.2 | $ | 296.2 | ||||||||
| Average Sales Price of Ending Backlog | $ | 568 | $ | 572 | $ | 567 | $ | 523 | ||||||||
Fourth Quarter Net Sales and Gross Profit Analysis
Net sales, cost of products sold, and gross profit data for the three months ended December 31, (dollars in millions):
| 2025 | 2024 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 150.6 | $ | 145.3 | $ | 5.3 | 3.7 | % | ||||||||
| Net casting sales | 0.5 | 0.5 | — | (7.0 | )% | |||||||||||
| Total net sales | 151.1 | 145.8 | 5.3 | 3.6 | % | |||||||||||
| Cost of products sold | 124.1 | 112.6 | 11.5 | 10.2 | % | |||||||||||
| Gross profit | $ | 27.0 | $ | 33.2 | $ | (6.2 | ) | (18.8 | )% | |||||||
| Gross margin | 17.8 | % | 22.8 | % | (5.0 | )% | (21.9 | )% |
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Results of Operations - 2024
Year ended December 31, 2024, as compared to year ended December 31, 2023
Annual Summary Unit Data
Firearms unit data for orders, production, shipments and ending inventory, and castings setups (a measure of foundry production) are as follows:
| 2024 | 2023 | 2022 | ||||||||||
| Units Ordered | 1,414,300 | 1,159,000 | 1,083,800 | |||||||||
| Units Produced | 1,379,500 | 1,398,200 | 1,733,200 | |||||||||
| Units Shipped | 1,407,800 | 1,367,500 | 1,641,000 | |||||||||
| Average Sales Price | $ | 377 | $ | 395 | $ | 362 | ||||||
| Units – Backlog | 445,300 | 438,800 | 647,300 | |||||||||
| Units – Company Inventory | 115,200 | 143,500 | 112,800 | |||||||||
| Units – Distributor Inventory (1) | 195,800 | 259,300 | 298,400 | |||||||||
Orders Received and Ending Backlog
(in millions except average sales price, net of Federal Excise Tax):
| 2024 | 2023 | 2022 | ||||||||||
| Orders Received | $ | 533.3 | $ | 433.8 | $ | 451.2 | ||||||
| Average Sales Price of Orders Received (2) | $ | 377 | $ | 374 | $ | 416 | ||||||
| Ending Backlog | $ | 252.9 | $ | 229.0 | $ | 314.4 | ||||||
| Average Sales Price of Ending Backlog (2) | $ | 568 | $ | 522 | $ | 486 | ||||||
| (1) | Distributor ending inventory as provided by the independent distributors of the Company’s products. |
| (2) | Average sales price for orders received and ending backlog is net of Federal Excise Tax of 10% for handguns and 11% for long guns. |
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Product Demand
The estimated sell-through of the Company’s products from the independent distributors to retailers in 2024 increased 5% from 2023. In 2024, adjusted NICS decreased 4% from 2023. The increase in the sell-through of the Company’s products despite the decrease in adjusted NICS background checks may be attributable to new product introductions, like the Ruger American Rifle Generation II bolt-action rifles, the Marlin lever-action rifles, and the RXM pistol, which helped offset aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.
Estimated sell-through from distributors to retailers and total adjusted NICS background checks:
| 2024 | 2023 | 2022 | ||||||||||
| Estimated Units Sold from Distributors to Retailers (1) | 1,471,300 | 1,406,600 | 1,506,800 | |||||||||
| Total Adjusted NICS Background Checks (2) | 15,239,000 | 15,848,000 | 16,425,000 | |||||||||
| (1) | The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they: |
| · | Rely on data provided by independent distributors that are not verified by the Company, |
| · | Do not consider potential timing issues within the distribution channel, including goods-in-transit, and |
| · | Do not consider fluctuations in inventory at retail. |
| (2) | NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons. |
The adjusted NICS data presented above was derived by the NSSF by subtracting NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases.
Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.
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Production
The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company, to plan production levels and manage inventories. These reviews resulted in a decrease in total unit production of 1% in 2024 compared to 2023.
Inventories
The Company’s finished goods inventory decreased by 28,300 units during 2024, while distributor inventories of the Company’s products decreased by 63,500 units during the same period.
Inventory data follows:
| 2024 | 2023 | 2022 | ||||||||||
| Units – Company Inventory | 115,200 | 143,500 | 112,800 | |||||||||
| Units – Distributor Inventory (3) | 195,800 | 259,300 | 298,400 | |||||||||
| Total inventory (4) | 311,000 | 402,800 | 411,200 |
| (3) | Distributor ending inventory as provided by the independent distributors of the Company’s products. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors. |
| (4) | This total does not include inventory at retailers. The Company does not have access to data on retailer inventories. |
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Quarterly Data
To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:
| 2024 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 374,300 | 316,900 | 250,500 | 472,600 | ||||||||||||
| Units Produced | 364,300 | 330,300 | 370,400 | 314,500 | ||||||||||||
| Units Shipped | 398,700 | 327,400 | 336,300 | 345,400 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 410,500 | 336,300 | 327,800 | 396,700 | ||||||||||||
| Total Adjusted NICS Background Checks | 4,460,000 | 3,432,000 | 3,364,000 | 3,983,000 | ||||||||||||
| Average Unit Sales Price | $ | 364 | $ | 371 | $ | 386 | $ | 394 | ||||||||
| Units – Backlog | 445,300 | 469,700 | 480,200 | 566,000 | ||||||||||||
| Units – Company Inventory | 115,200 | 149,600 | 146,700 | 112,600 | ||||||||||||
| Units – Distributor Inventory (5) | 195,800 | 207,600 | 216,500 | 208,000 | ||||||||||||
| 2023 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Units Ordered | 316,600 | 176,300 | 258,100 | 408,000 | ||||||||||||
| Units Produced | 305,200 | 324,500 | 387,500 | 381,000 | ||||||||||||
| Units Shipped | 337,800 | 308,400 | 336,400 | 384,900 | ||||||||||||
| Estimated Units Sold from Distributors to Retailers | 384,700 | 307,400 | 323,000 | 391,500 | ||||||||||||
| Total Adjusted NICS Background Checks | 4,742,000 | 3,284,000 | 3,654,000 | 4,168,000 | ||||||||||||
| Average Unit Sales Price | $ | 383 | $ | 390 | $ | 422 | $ | 387 | ||||||||
| Units – Backlog | 438,800 | 460,000 | 592,100 | 670,400 | ||||||||||||
| Units – Company Inventory | 143,500 | 176,100 | 160,000 | 108,900 | ||||||||||||
| Units – Distributor Inventory (5) | 259,300 | 306,200 | 305,200 | 291,800 | ||||||||||||
| (5) | Distributor ending inventory as provided by the independent distributors of the Company’s products. |
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Orders Received and Ending Backlog
(in millions except average sales price, net of Federal Excise Tax)
| 2024 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 126.3 | $ | 109.4 | $ | 99.5 | $ | 198.2 | ||||||||
| Average Sales Price of Orders Received | $ | 337 | $ | 345 | $ | 397 | $ | 419 | ||||||||
| Ending Backlog | $ | 252.9 | $ | 268.7 | $ | 272.2 | $ | 296.2 | ||||||||
| Average Sales Price of Ending Backlog | $ | 568 | $ | 572 | $ | 567 | $ | 523 | ||||||||
| 2023 | ||||||||||||||||
| Q4 | Q3 | Q2 | Q1 | |||||||||||||
| Orders Received | $ | 116.7 | $ | 58.8 | $ | 102.1 | $ | 156.2 | ||||||||
| Average Sales Price of Orders Received | $ | 369 | $ | 334 | $ | 396 | $ | 383 | ||||||||
| Ending Backlog | $ | 229.0 | $ | 234.8 | $ | 293.7 | $ | 327.3 | ||||||||
| Average Sales Price of Ending Backlog | $ | 522 | $ | 510 | $ | 496 | $ | 488 | ||||||||
Net Sales, Cost of Products Sold, and Gross Profit
Net sales, cost of products sold, and gross profit data for the year ended December 31, (dollars in millions):
| 2024 | 2023 | Change | % Change | |||||||||||||
| Net firearms sales | $ | 532.6 | $ | 540.7 | $ | (8.1 | ) | (1.5 | )% | |||||||
| Net casting sales | 3.0 | 3.0 | 0.0 | 0.5 | % | |||||||||||
| Total net sales | 535.6 | 543.7 | (8.1 | ) | (1.5 | )% | ||||||||||
| Cost of products sold | 421.2 | 410.1 | 11.1 | 2.7 | % | |||||||||||
| Gross profit | $ | 114.4 | $ | 133.6 | $ | (19.2 | ) | (14.4 | )% | |||||||
| Gross margin | 21.4 | % | 24.6 | % | (3.2 | )% | (13.0 | )% |
Firearms sales decreased 2% and unit shipments increased 3%, respectively, in 2024. New products represented $159.3 million or 32% of firearms sales in 2024, an increase from $119.0
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million or 23% of firearms sales in 2023. New product sales include only major new products that were introduced in the past two years. In 2024, new products included the RXM pistol, American Centerfire Rifle Generation II, Marlin 1894 lever-action rifles, Security-380 pistol, Super Wrangler revolver, LC Carbine, and the Small-Frame Autoloading Rifle and the Marlin 1895 Marlin lever-action rifles, which were only included for a portion of the year.
The decreased gross profit for the year ended December 31, 2024 is attributable to the decrease in sales, unfavorable deleveraging of fixed costs resulting from decreased production, and a product mix shift toward products with relatively lower margins that remain in stronger demand.
The decrease in gross margin for the year ended December 31, 2024 is attributable to the aforementioned factors, partially offset by increased pricing.
Selling, General and Administrative
Selling and general and administrative expenses data for the year ended December 31, (dollars in millions):
| 2024 | 2023 | Change | % Change | |||||||||||||
| Selling expenses | $ | 38.8 | $ | 38.8 | $ | — | (0.1 | %) | ||||||||
| General and administrative expenses | 44.0 | 42.7 | 1.3 | 3.0 | % | |||||||||||
| Total operating expenses | $ | 82.8 | $ | 81.5 | $ | 1.3 | 1.5 | % |
Selling expenses for the year ended December 31, 2024 were substantially unchanged from 2023, as increased spending on advertising was offset by modest reductions in several selling and marketing initiatives.
The increase in general, and administrative expenses for the year ended December 31, 2024 was primarily attributable to increased professional service costs and accrued severances of $1.5 million taken in the first quarter of 2024 related to a reduction in force involving approximately 80 employees. These increases were partially offset by a reduction in incentive compensation expenses. The aforementioned accrued severances were settled in cash and consist of one-time termination charges arising from severance obligations and other customary employee benefit payments in connection with a reduction in force.
Operating Income
Operating income was $31.6 million or 5.9% of sales in 2024. This is a decrease of $20.4 million from 2023 operating income of $52.1 million or 9.6% of sales.
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Other Operating Income (Expense), Net
Other income data for the year ended December 31, (dollars in millions):
| 2024 | 2023 | Change | % Change | |||||||||||||
| Royalty income | $ | 0.8 | $ | 0.6 | $ | 0.2 | 30.2 | % | ||||||||
| Interest income | 4.9 | 5.5 | (0.6 | ) | (10.6 | %) | ||||||||||
| Interest expense | (0.1 | ) | (0.2 | ) | 0.1 | (50.2 | %) | |||||||||
| Other income, net | 0.5 | 0.8 | (0.3 | ) | (41.5 | %) | ||||||||||
| Other income | $ | 6.1 | $ | 6.7 | $ | (0.6 | ) | (10.0 | %) | |||||||
The decrease in other income for the year ended December 31, 2024 was primarily the result of decreases in interest income due to decreased interest rates earned on short-term investments and other income, partially offset by increased royalty income.
Income Taxes and Net Income
The effective income tax rate was 19.1% in 2024 and 18.0% in 2023. The Company's 2024 and 2023 effective tax rates differ from the statutory federal tax rate due principally to research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation.
As a result of the foregoing factors, consolidated net income was $30.6 million in 2024. This represents a decrease of $17.6 million from 2023 consolidated net income of $48.2 million.
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Non-GAAP Financial Measure
In an effort to provide investors with additional information regarding its 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 measures may not be comparable to similarly titled 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 its financial performance.
Non-GAAP Reconciliation – EBITDA
EBITDA
(Unaudited, dollars in thousands)
| Year ended December 31, | 2024 | 2023 | ||||||
| Net income | $ | 30,563 | $ | 48,215 | ||||
| Income tax expense | 7,212 | 10,609 | ||||||
| Depreciation and amortization expense | 22,063 | 22,383 | ||||||
| Interest expense | 102 | 205 | ||||||
| Interest income | (4,885 | ) | (5,465 | ) | ||||
| EBITDA | $ | 55,055 | $ | 75,947 | ||||
| EBITDA margin | 10.3% | 14.0% | ||||||
| Net income margin | 5.7% | 8.9% | ||||||
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 certain non-recurring, non-cash, non-operating expenses.
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Financial Condition
Liquidity
At December 31, 2025, the Company had cash and cash equivalents of $18.5 million and $74.1 million in short term investments. The Company’s pre-LIFO working capital of $223.9 million, less the LIFO reserve of $67.1 million, resulted in working capital of $156.9 million and a current ratio of 3.9 to 1. The Company also has access to a $40 million unsecured revolving line of credit that is currently undrawn.
Capital Resources
The Company believes that its cash flow from operations, current cash position, and access to capital markets will continue to be sufficient to meet its anticipated cash requirements and contractual obligations, which includes funding the Company’s capital expenditures, acquisitions, dividend payments, and share repurchases.
Operations
Cash provided by operating activities was $54.3 million, $55.5 million, and $33.9 million in 2025, 2024, and 2023, respectively. The slight decrease in cash provided in 2025 compared to 2024 is primarily attributable to the decrease in net income, mostly offset by the reduction in inventory in excess of the increase in inventory reserves related to the Company’s inventory rationalization in 2025.
The decrease in cash provided in 2024 compared to 2023 is primarily attributable to the decrease in net income in 2024.
Third parties supply the Company with various raw materials for its firearms and castings, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. If market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.
Investing and Financing
Capital expenditures were $30.9 million, $20.8 million, and $15.8 million in 2025, 2024, and 2023, respectively. In 2026, the Company expects capital expenditures to approximate $30 million, much of which will relate to tooling and fixtures for new product introductions and to upgrade and modernize manufacturing equipment. Due to market conditions and business circumstances, actual capital expenditures could vary significantly from the budgeted amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash.
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Included in capital expenditures amount noted above, on July 1, 2025 the Company completed the asset purchase of Anderson Manufacturing, a manufacturer of firearms and firearm accessories based in Hebron, Kentucky for a total purchase price of $15.8 million, $15 million of which was paid at the closing of such transaction. This strategic purchase included Anderson’s manufacturing facility and machinery and provided Ruger the opportunity to work with a skilled and experienced workforce, strengthening its production capabilities and expanding its product offerings.
As of December 31, 2025, the Company had $39.4 million of United States Treasury instruments which mature within one year. The Company also invests available cash in a bank-managed money market fund that invests exclusively in United States Treasury instruments which mature within one year. At December 31, 2025, the Company’s investment in this money market fund totaled $34.7 million.
In 2025, the Company repurchased 732,765 shares of its common stock for $26.1 million in the open market. The average price per share purchased was $35.60. These purchases were funded with cash on hand.
In 2024, the Company repurchased 835,060 shares of its common stock for $34.4 million in the open market. The average price per share purchased was $41.19. These purchases were funded with cash on hand.
In 2023, the Company repurchased 264,062 shares of its common stock for $11.8 million in the open market. The average price per share purchased was $44.71. These purchases were funded with cash on hand.
At December 31, 2025, approximately $14.3 million remained authorized for future share repurchases.
On January 5, 2023, the Company paid a $5.00 per share special dividend to shareholders of record on December 15, 2022.
Including the $5.00 per share special dividend paid on January 5, 2023, the Company paid dividends totaling $10.1 million, $11.8 million, and $110.8 million in 2025, 2024, and 2023, respectively. The quarterly dividend varies every quarter because the Company pays a percentage of earnings rather than a fixed amount per share. The Company’s practice is to pay a dividend of approximately 40% of net income.
On March 2, 2026, the Company’s Board of Directors authorized a dividend of 8¢ per share to shareholders of record on March 16, 2026. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash, and the Company’s need for funds.
The Company provides supplemental discretionary contributions to substantially all employees’ individual 401(k) accounts.
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Based on its unencumbered assets, the Company believes it has the ability to raise cash through issuance of short-term or long-term debt.
Contractual Obligations
At December 31, 2025, the Company had approximately $31.7 million in agreements to purchase goods or services that are enforceable and legally binding on the Company, all of which are expected to be settled in less than one year. Additionally, the Company has approximately $1.8 million in operating lease obligations, which will be payable through 2034. The Company expects to fund all of these commitments with cash flows from operations and current cash.
Firearms Legislation and Litigation
See Item 1A - Risk Factors and Note 20 to the financial statements which are included in the Annual Report on Form 10-K for a discussion of firearms legislation and litigation.
Other Operational Matters
In the normal course of its manufacturing operations, the Company is subject to occasional governmental proceedings and orders pertaining to workplace safety, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. The Company believes that it is generally in compliance with applicable Bureau of Alcohol, Tobacco, Firearms & Explosives, environmental, and safety regulations and the outcome of any proceedings or orders will not have a material adverse effect on the financial position or results of operations of the Company. If these regulations become more stringent in the future and we are not able to comply with them, such noncompliance could have a material adverse impact on the Company.
Currently, there are 13 domestic distributors. Additionally, the Company has 44 and 26 distributors servicing the export and law enforcement markets, respectively.
The Company self-insures a significant amount of its product liability, workers’ compensation, medical, and other insurance. It also carries significant deductible amounts on various insurance policies.
The Company expects to realize its deferred tax assets through tax deductions against future taxable income.
On October 14, 2025, the Company’s Board of Directors (the “Board”) approved the adoption of a limited-duration stockholder rights plan (the “Rights Plan”). The Rights Plan is effective October 14, 2025 (“Effective Date”) and will expire on October 13, 2026. The Board, in consultation with its advisors, adopted the Rights Plan in response to the public announcement by Beretta Holding S.A. (“Beretta”) that it had accumulated a significant economic interest in Ruger’s common stock and intends to engage in discussions with the Company regarding “potential areas of operational and strategic collaborations”. The Rights Plan is intended to ensure that the Board remains in the best position to perform its fiduciary duties and to enable all stockholders to receive fair and equal treatment. It is also designed to allow all stockholders to realize the long-term value of their investment by reducing the likelihood that Beretta would gain control through open market
44
accumulation or other coercive tactics without appropriately compensating the Company’s stockholders or allowing the Board sufficient time to make informed judgments. The Rights Plan is a temporary measure to give the Board time to understand Beretta’s intentions and evaluate options. The summary of the terms of the Rights Plan set forth in Note 22 is hereby incorporated by reference herein; provided, however, that such summary of the Rights Plan is qualified in its entirety by the Rights Plan.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities as of the balance sheet date and net sales and expenses recognized and incurred during the reporting period then ended. The Company bases estimates on prior experience, facts and circumstances, and other assumptions, including those reviewed with actuarial consultants and independent counsel, when applicable, that are believed to be reasonable. However, actual results may differ from these estimates.
The Company believes that the assumptions
and judgments involved in the accounting estimates below have the greatest potential impact on its financial statements, so the Company
believes these to be its critical accounting estimates. The methodologies applied for determining the estimates related to the below critical
accounting estimates have not changed from the prior year.
Product Liability Accrual
The Company believes the determination of its product liability accrual is a critical accounting policy. The Company’s management reviews every lawsuit and claim and is in contact with independent and corporate counsel on an ongoing basis. The provision for product liability claims is based upon many factors, which vary for each case. These factors include the type of claim, nature and extent of injuries, historical settlement ranges, jurisdiction where filed, and advice of counsel. An accrual is established for each lawsuit and claim, when appropriate, based on the nature of each such lawsuit or claim.
Amounts are charged to product liability expense in the period in which the Company becomes aware that a claim or, in some instances a threat of a claim, has been made when potential losses or costs of defense are probable and can be reasonably estimated. Such amounts are determined based on the Company’s experience in defending similar claims. Occasionally, charges are made for claims made in prior periods because the cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, exceed amounts already provided with respect to such claims. Likewise, credits may be taken if cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, are less than amounts previously provided.
While it is not possible to forecast the outcome of litigation or the timing of related costs, in the opinion of management, after consultation with independent and corporate counsel, there is a remote likelihood that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but such litigation may have a material impact on the Company’s financial results and cash flows for a particular period.
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Inventory Valuation and Reserves
The Company believes the valuation of its inventory and the related excess and obsolescence reserve is also a critical accounting policy. Inventories are carried at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or market. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and the Company’s estimates of the prevailing costs of the many components of inventory existing at that time.
The Company determines its excess and obsolescence reserve by projecting the year in which inventory will be consumed into a finished product. Given ever-changing market conditions, customer preferences and the anticipated introduction of new products, projecting the future usage of inventory is subjective. As such, it does not seem prudent to carry inventory at full cost beyond what the Company projects to be needed during the next 36 months.
Recent Accounting Pronouncements
In December of 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. Refer to Note 13, Income Taxes, for the updated presentation.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
In December 2025, the FASB issued its final ASU which makes improvements to the Accounting Standards Codification in response to feedback from stakeholders. This standard, issued as ASU 2025-12, specifically updates the Codification for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2025-12.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software.” The standard modernizes and simplifies guidance for internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027
46
including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.
Forward-Looking Statements and Projections
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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. 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.
ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to changing interest rates on its investments, which consist primarily of United States Treasury instruments with short-term (less than one year) maturities and cash. The interest rate market risk implicit in the Company's investments at any given time is low, as the investments mature within short periods and the Company does not have significant exposure to changing interest rates on invested cash.
The Company has not undertaken any actions to cover interest rate market risk and is not a party to any interest rate market risk management activities.
A hypothetical 100 basis point change in market interest rates over the next year would not materially impact the Company’s earnings or cash flows. A hypothetical 100 basis point change in market interest rates would not have a material effect on the fair value of the Company’s investments.
47
ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Reports of Independent Registered Public Accounting
Firm (PCAOB ID |
49 | |
| Consolidated Balance Sheets at December 31, 2025 and 2024 | 52 | |
| Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2025, 2024 and 2023 | 54 | |
| Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2025, 2024 and 2023 | 55 | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 | 56 | |
| Notes to Consolidated Financial Statements | 57 |
48
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sturm, Ruger & Company, Inc. and Subsidiaries
Opinion on the Internal Control Over Financial Reporting
We have audited Sturm, Ruger & Company, Inc. and Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 2025 and 2024, the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025 and the related notes to the consolidated financial statements of the Company and our report dated, March 2, 2026 expressed an unqualified opinion.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded its Hebron operations resulting from the acquisition of Anderson Manufacturing assets from its assessment of internal control over financial reporting as of December 31, 2025, because it was acquired by the Company in a purchase business combination in the third quarter of 2025. We have also excluded Hebron operations resulting from the acquisition of Anderson Manufacturing assets from our audit of internal control over financial reporting. The Hebron operations’ total assets and net sales represent approximately 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/RSM US LLP
Stamford, Connecticut
March 2, 2026
49
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sturm, Ruger & Company, Inc. and Subsidiaries
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sturm, Ruger & Company, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, and comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated March 2, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Last-In, First-Out Inventory Reserve
As described in Notes 1 and 5 to the financial statements, substantially all of the Company’s inventories are valued at the lower of cost, which is principally determined by the last-in, first-out (LIFO) method, or
50
net realizable value, and the Company’s consolidated net inventories balance of $42.9 million as of December 31, 2025, included a LIFO inventory reserve of $67.1 million. The Company records its net inventories under the LIFO method at the end of each year based on the inventory levels at the measurement date and the prevailing inventory costs existing at that time, which are estimated using a complex manual calculation.
We identified the LIFO inventory reserve as a critical audit matter because of the complexities of the manual calculations performed by management to estimate the prevailing inventory costs, which includes calculations to estimate current year price level changes through the development of a prior year and a current year cumulative price index. Auditing management’s estimate of the LIFO inventory reserve was complex and required a high degree of auditor judgment and increased audit effort due to the complexities of management’s manual calculations and the impact those manual calculations have on the accounting estimate.
Our audit procedures related to the Company’s LIFO inventory reserve included the following, among others:
| · | We obtained an understanding of the relevant controls related to the LIFO inventory reserve and tested such controls for design and operating effectiveness, including controls related to management’s review of the calculations related to the estimate of the current year price level changes, the calculation of the cumulative price indexes, and the estimate of the LIFO inventory reserve. |
| · | We tested the completeness, accuracy, and relevance of the underlying data used in management’s estimate of the current year price level changes, the calculation of cumulative price index and the LIFO inventory reserve. |
| · | We tested the mathematical accuracy of the Company’s calculation to estimate the LIFO inventory reserve. |
| · | We evaluated the appropriateness of management’s methodologies to develop the estimate of the LIFO inventory reserve. |
| · | We evaluated the reasonableness of management’s estimate of the current year price level changes by comparing management’s estimate to external market data. |
/s/
We have served as the Company's auditor since 2005.
March 2, 2026
51
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
| December 31, | 2025 | 2024 | ||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments | ||||||||
| Trade receivables, net | ||||||||
| Gross inventories | ||||||||
| Less LIFO reserve | ( |
) | ( |
) | ||||
| Less excess and obsolescence reserve | ( |
) | ( |
) | ||||
| Net inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property, plant and equipment | ||||||||
| Less allowances for depreciation | ( |
) | ( |
) | ||||
| Net property, plant and equipment | ||||||||
| Deferred income taxes | ||||||||
| Other assets | ||||||||
| Total Assets | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
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| December 31, | 2025 | 2024 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Trade accounts payable and accrued expenses | $ | $ | ||||||
| Contract liabilities with customers (Note 3) | ||||||||
| Product liability | ||||||||
| Employee compensation and benefits | ||||||||
| Workers’ compensation | ||||||||
| Total Current Liabilities | ||||||||
| Lease liability (Note 8) | ||||||||
| Employee compensation | ||||||||
| Product liability accrual | ||||||||
| Contingent liabilities (Note 20) | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, non-voting, par value $ |
||||||||
| Authorized shares – |
||||||||
| Common stock, par value $ |
||||||||
| Authorized shares – |
||||||||
| 2025 – |
||||||||
| 2024 – |
||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
| Less: Treasury stock – at cost | ||||||||
| 2025 – |
||||||||
| 2024 – |
( |
) | ( |
) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
53
Consolidated Statements of Income and Comprehensive Income
(In thousands, except per share data)
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| Net firearms sales | $ | $ | $ | |||||||||
| Net castings sales | ||||||||||||
| Total net sales | ||||||||||||
| Cost of products sold | ||||||||||||
| Gross profit | ||||||||||||
| Operating Expenses (Income): | ||||||||||||
| Selling | ||||||||||||
| General and administrative | ||||||||||||
| Other operating expense (income), net | ( |
) | ||||||||||
| Total operating expenses | ||||||||||||
| Operating (loss) income | ( |
) | ||||||||||
| Other income: | ||||||||||||
| Royalty income | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ||||||
| Other income, net | ||||||||||||
| Total other income, net | ||||||||||||
| (Loss) income before income taxes | ( |
) | ||||||||||
| Income taxes | ( |
) | ||||||||||
| Net (loss) income and comprehensive (loss) income | $ | ( |
) | $ | $ | |||||||
| Basic (Loss) Earnings Per Share | $ | ( |
) | $ | $ | |||||||
| Diluted (Loss) Earnings Per Share | $ | ( |
) | $ | $ | |||||||
| Weighted average number of common shares outstanding – Basic | ||||||||||||
| Weighted average number of common shares outstanding – Diluted | ||||||||||||
| Cash Dividends Per Share | $ | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
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Consolidated Statements of Stockholders’ Equity
(Dollars in thousands)
| Common Stock |
Additional Paid-in Capital |
Retained
Earnings |
Treasury Stock |
Total | ||||||||||||||||
| Balance at December 31, 2022 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||
| Net income | ||||||||||||||||||||
| Dividends paid | ( |
) | ( |
) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Vesting of RSU’s | ( |
) | ( |
) | ||||||||||||||||
| Common stock issued – compensation plans | ( |
) | ||||||||||||||||||
| Unpaid dividends accrued | ( |
) | ( |
) | ||||||||||||||||
| Repurchase of |
( |
) | ( |
) | ||||||||||||||||
| Balance at December 31, 2023 | ( |
) | ||||||||||||||||||
| Net income | ||||||||||||||||||||
| Dividends paid | ( |
) | ( |
) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Vesting of RSU’s | ( |
) | ( |
) | ||||||||||||||||
| Common stock issued – compensation plans | ( |
) | ||||||||||||||||||
| Unpaid dividends accrued | ( |
) | ( |
) | ||||||||||||||||
| Repurchase of |
( |
) | ( |
) | ||||||||||||||||
| Balance at December 31, 2024 | ( |
) | ||||||||||||||||||
| Net income | ( |
) | ( |
) | ||||||||||||||||
| Dividends paid | ( |
) | ( |
) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Vesting of RSU’s | ( |
) | ( |
) | ||||||||||||||||
| Common stock issued – compensation plans | ( |
) | ||||||||||||||||||
| Unpaid dividends accrued | ( |
) | ( |
) | ||||||||||||||||
| Repurchase of |
( |
) | ( |
) | ||||||||||||||||
| Balance at December 31,2025 | $ | $ | $ | ( |
) | $ | ||||||||||||||
See accompanying notes to consolidated financial statements.
55
Consolidated Statements of Cash Flows
(In thousands)
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| Operating Activities | ||||||||||||
| Net (loss) income | $ | ( |
) | $ | $ | |||||||
| Adjustments to reconcile net (loss) income to cash provided by operating activities: | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Stock-based compensation | ||||||||||||
| Excess and obsolescence inventory reserve | ( |
) | ||||||||||
| Inventory write-off | ||||||||||||
| Loss (gain) on disposal of assets | ( |
) | ||||||||||
| Deferred income taxes | ( |
) | ( |
) | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Trade receivables | ( |
) | ||||||||||
| Inventories | ( |
) | ||||||||||
| Trade accounts payable and accrued expenses | ( |
) | ( |
) | ||||||||
| Contract liability with customers | ( |
) | ( |
) | ||||||||
| Employee compensation and benefits | ( |
) | ( |
) | ( |
) | ||||||
| Product liability | ( |
) | ||||||||||
| Prepaid expenses, other assets and other liabilities | ( |
) | ( |
) | ||||||||
| Income taxes receivable/payable | ( |
) | ||||||||||
| Cash provided by operating activities | ||||||||||||
| Investing Activities | ||||||||||||
| Property, plant and equipment additions | ( |
) | ( |
) | ( |
) | ||||||
| Purchase of Anderson Manufacturing assets | ( |
) | ||||||||||
| Purchases of short-term investments | ( |
) | ( |
) | ( |
) | ||||||
| Proceeds from maturity of short-term investments | ||||||||||||
| Net proceeds from sale of assets | ||||||||||||
| Cash (used for) provided by investing activities | ( |
) | ( |
) | ||||||||
| Financing Activities | ||||||||||||
| Dividends paid | ( |
) | ( |
) | ( |
) | ||||||
| Repurchase of common stock | ( |
) | ( |
) | ( |
) | ||||||
| Payment of employee withholding tax related to share-based compensation | ( |
) | ( |
) | ( |
) | ||||||
| Cash used for financing activities | ( |
) | ( |
) | ( |
) | ||||||
| Increase (decrease) in cash and cash equivalents | ( |
) | ( |
) | ||||||||
| Cash and cash equivalents at beginning of year | ||||||||||||
| Cash and cash equivalents at end of year | $ | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
56
Notes to Consolidated Financial Statements
(Dollars in thousands, except per share)
| 1. | Summary of Significant Accounting Policies |
Organization
Sturm, Ruger & Company, Inc. (the “Company”)
is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately
The Company manufactures investment castings
made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and utilizes available capacity
to manufacture and sell investment castings and MIM parts to unaffiliated, third-party customers. Castings were less than
Preparation of Financial Statements
The Company follows United States generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
The significant accounting policies described below, together with the notes that follow, are an integral part of the consolidated financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.
Revenue Recognition
The Company recognizes revenue in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), which became effective January 1, 2018. Substantially all product sales are sold FOB (free on board) shipping point. Customary payment terms are 2% 30 days, net 40 days. Generally, all performance obligations are satisfied when product is shipped and the customer takes ownership and assumes the risk of loss. In some instances, sales include multiple performance obligations. The most common of these instances relates to sales promotion programs under which downstream customers are entitled to receive no charge products based on their purchases of certain of the Company’s products from the independent distributors. The fulfillment of these no charge products
57
is the Company’s responsibility. In such instances, the Company allocates the revenue of the promotional sales based on the estimated level of participation in the sales promotional program and the timing of the shipment of all of the firearms included in the promotional program, including the no charge firearms. Revenue is recognized proportionally as each performance obligation is satisfied, based on the relative customary price of each product. Customary prices are generally determined based on the prices charged to the independent distributors. The net change in contract liabilities for a given period is reported as an increase or decrease to sales. The Company accounts for cash sales discounts as a reduction in sales. Amounts billed to customers for shipping and handling fees are included in net sales and costs incurred by the Company for the delivery of goods are classified as selling expenses. Federal excise taxes are excluded from net sales.
Business Combination:
On July 1, 2025, the Company acquired substantially
all of the assets of Anderson Manufacturing (“Anderson”) for a total purchase price of $
The Anderson Acquisition was funded by the Company with cash on hand and has been accounted for in accordance with ASC 805 - Business Combinations, which requires, among other things, an assignment of the acquisition consideration transferred to the sellers for the assets acquired, using the bottom up approach, to estimate their fair value at acquisition date. Any excess of the fair value of the purchase consideration over these identified net assets was recorded as goodwill. Our estimates of fair value are based upon assumptions believed to be reasonable, yet are inherently uncertain and, as a result, may differ from actual performance. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the estimated fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill in the period in which such revised estimates are identified. No such adjustments were recorded as of December 31, 2025.
Cash and Cash Equivalents
The Company considers interest-bearing deposits with financial institutions with remaining maturities of three months or less at the time of acquisition to be cash equivalents.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market at the measurement date. Fair value is established according to a hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
58
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. Level 3 inputs are given the lowest priority in the fair value hierarchy.
The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
The carrying amounts of financial instruments, including cash, short-term investments, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to the short-term maturity of these items.
As of December 31, 2025, the Company’s short-term investments consist of U.S. Treasury instruments (Level 1), maturing within one year, and investments in a bank-managed money market fund that invests exclusively in United States Treasury obligations and is valued at the net asset value ("NAV") daily closing price, as reported by the fund, based on the amortized cost of the fund’s securities (Level 2). For the bank-managed money market fund, the NAV is used as a practical expedient to estimate fair value. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Such securities are classified as held to maturity, since the Company has the intent and ability to do so, and are carried at cost plus accrued interest, which approximates fair value.
The fair value of inventory acquired as part of business combination is based on a third-party valuation utilizing the comparable sales method which is based on Level 2 and Level 3 inputs. The fair value of property, plant and equipment acquired as part of business combination is based on a third-party valuation utilizing the indirect method of cost approach, which is based on Level 2 and Level 3 inputs. The fair value of patents acquired as part of business combination is based on a third-party valuation utilizing the replacement cost method, which is based on Level 2 and Level 3 inputs. The fair value of the remaining intangible assets as part of business combination are based on a third-party valuation utilizing discounted cash flow methods that involves inputs, which are not observable in the market (Level 3).
Accounts Receivable
The Company establishes an allowance for doubtful accounts based on the creditworthiness of its customers and historical experience. While the Company uses the best information available to make its evaluation, future adjustments to the allowance for doubtful accounts may be necessary if there are significant changes in economic and industry conditions or any other factors considered in the Company’s evaluation. Bad debt expense has been immaterial during each of the last three years. The Company mitigates its credit risk by maintaining credit insurance on most of its significant customers.
59
Inventories
Substantially all of the Company’s inventories are valued at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or net realizable value. Elements of cost in inventories include raw materials, direct labor and manufacturing overhead.
Property, Plant and Equipment
Property, plant and equipment are carried at
cost. Depreciation is computed over useful lives using the straight-line and declining balance methods predominately over
Maintenance and repairs are charged to operations; replacements and improvements are capitalized.
Long-lived Assets
The Company evaluates the carrying value of long-lived assets to be held and used when events or changes in circumstances indicate the carrying value may not be recoverable. In performing this review, the carrying value of the assets is compared to the projected undiscounted cash flows to be generated from the assets. If the sum of the undiscounted expected future cash flows is less than the carrying value of the assets, the assets are considered to be impaired. Impairment losses are measured as the amount by which the carrying value of the assets exceeds their fair value. The Company bases fair value of the assets on quoted market prices if available or, if not available, quoted market prices of similar assets. Where quoted market prices are not available, the Company estimates fair value using the estimated future cash flows generated by the assets discounted at a rate commensurate with the risks associated with the recovery of the assets. As of December 31, 2025, the Company does not believe there are any indications of impairment related to long-lived assets.
Goodwill
The Company’s goodwill represents the excess of the purchase price of business combinations over the fair value of the net assets acquired. We assess goodwill for impairment on an annual basis during the fourth quarter of each year, and between annual tests whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment exists by the amount the fair value of a reporting unit to which goodwill has been allocated is less than their respective carrying values. The impairment for goodwill is limited to the total amount of goodwill allocated to the reporting unit. Goodwill impairment testing requires significant judgment and management estimates, including, but not limited to, the determination of (i) the number of reporting units, (ii) the goodwill and other assets and liabilities to be allocated to the reporting units and (iii) the fair values of the reporting units. The estimates and assumptions described above, along with other factors such as discount rates, will significantly affect the outcome of the impairment tests and the amounts of any resulting impairment losses. As of
60
December 31, 2025, the Company does not believe there are any indications of impairment related to goodwill.
Income Taxes
Income taxes are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory rates applicable to future years to temporary differences between the financial statement carrying amounts and the tax basis of the Company’s assets and liabilities.
Product Liability
The Company provides for product liability claims including estimated legal costs to be incurred defending such claims. The provision for product liability claims is charged to cost of products sold.
Advertising Costs
The Company includes advertising costs in selling
expenses and these costs are expensed as incurred. Advertising costs for 2025, 2024, and 2023, were $
Shipping Costs
Costs incurred related to the shipment of products
are included in selling expense. Such costs totaled $
Research and Development
In 2025, 2024, and 2023, the Company spent approximately
$
Earnings per Share
Basic earnings per share is based upon the weighted-average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the impact of restricted stock units and deferred stock outstanding using the treasury stock method.
Recent Accounting Pronouncements
In December of 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for
61
fiscal years beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. Refer to Note 13, Income Taxes, for the updated presentation.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.
In December 2025, the FASB issued its final ASU which makes improvements to the Accounting Standards Codification in response to feedback from stakeholders. This standard, issued as ASU 2025-12, specifically updates the Codification for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2025-12.
In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software.” The standard modernizes and simplifies guidance for internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027 including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.
| 2. | Acquisition of Anderson Manufacturing Assets |
As described in Note 1, the
Company closed on the Anderson Acquisition on July 1, 2025. The Company paid $
The primary purpose of the Anderson Acquisition was to increase the Company’s production capabilities. The Anderson Acquisition was accounted for in accordance with ASC Topic 805, Business Combinations. Accordingly, the total purchase price has been allocated to the assets based on their fair value at the date of acquisition. The Company assumed no debt or long-term liabilities in this transaction. These allocations reflect various provisional estimates that were based on the information available at the time and are subject to change during the purchase price allocation period.
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The following table summarizes the Company's preliminary fair value of the assets acquired, as of July 1, 2025, for the Company’s Anderson Acquisition.
| Purchase Price | ||||
| Cash paid to sellers | $ | |||
| Holdback | ||||
| Total Purchase Price | $ | |||
| Purchase Price Allocation | ||||
| Assets Acquired | ||||
| Land and building | $ | |||
| Machinery and equipment | ||||
| Inventory | ||||
| Other assets | ||||
| Goodwill | ||||
| Net Assets Acquired | $ | |||
Identifiable assets acquired were recorded at their estimated fair values based on the methodology described under “Fair Value Measurements” in Note 1 - Significant Accounting Policies.
The Fair Value of any intangible assets acquired in the Anderson Acquisition were considered negligible.
The Company held back $
The excess purchase price
over the fair value of the assets acquired was recorded as goodwill in the amount of $
The pro forma impact of the acquisition and the results of operations attributable to Anderson in 2024 and 2025 have not been presented, as they are not material to the Company’s consolidated results of operations.
63
| 3. | Revenue Recognition and Contracts with Customers |
The impact of ASC 606 on revenue recognized during the years ended December 31, 2025, December 31, 2024, and December 31, 2023 is as follows:
| 2025 | 2024 | 2023 | ||||||||||
| Contract liabilities with customers at January 1, | $ | $ | $ | |||||||||
| Revenue recognized | ( |
) | ( |
) | ( |
) | ||||||
| Revenue deferred | ||||||||||||
| Contract liabilities with customers at December 31, | $ | $ | $ | |||||||||
During the year ended December 31, 2025, the
Company deferred $
During the year ended December 31, 2024, the
Company did not defer any revenue and recognized $
During the year ended December 31, 2023, the
Company deferred $
Practical Expedients and Exemptions
The Company has elected to account for shipping and handling activities that occur after control of the related product transfers to the customer as fulfillment activities that are recognized upon shipment of the goods.
64
| 4. | Trade Receivables, Net |
Trade receivables consist of the following:
| December 31, | 2025 | 2024 | ||||||
| Trade receivables | $ | $ | ||||||
| Allowance for doubtful accounts | ( |
) | ( |
) | ||||
| Allowance for discounts | ( |
) | ( |
) | ||||
| $ | $ | |||||||
In 2025, the largest individual trade receivable
balances accounted for
In 2024, the largest individual trade receivable
balances accounted for
| 5. | Inventories |
Inventories consist of the following:
| December 31, | 2025 | 2024 | ||||||
| Inventory at FIFO | ||||||||
| Finished goods | $ | $ | ||||||
| Materials and products in process | ||||||||
| Gross inventories | ||||||||
| Less: LIFO reserve | ( |
) | ( |
) | ||||
| Less: excess and obsolescence reserve | ( |
) | ( |
) | ||||
| Net inventories | $ | $ | ||||||
| 6. | Property, Plant and Equipment |
Property, plant and equipment consist of the following:
| December 31, | 2025 | 2024 | ||||||
| Land and improvements | $ | $ | ||||||
| Buildings and improvements | ||||||||
| Machinery and equipment | ||||||||
| Dies and tools | ||||||||
| Property, plant and equipment | ||||||||
| Less allowances for depreciation | ( |
) | ( |
) | ||||
| Net property, plant and equipment | $ | $ | ||||||
65
Depreciation expense totaled $
| 7. | Other Assets |
Other assets consist of the following:
| December 31, | 2025 | 2024 | ||||||
| Patents, at cost | $ | $ | ||||||
| Deposits on capital items | ||||||||
| Marlin trade name, at cost | ||||||||
| Accumulated amortization | ( |
) | ( |
) | ||||
| Other | ||||||||
| $ | $ | |||||||
The capitalized cost of patents is amortized
using the straight-line method over their useful lives. Expenses related to patent amortization was $
| 8. | Leased Assets |
The Company leases certain of its real estate and equipment. The Company has evaluated all its leases and determined that all are under the definitions of the guidance of ASU 2016-02. The Company’s lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.
66
The Company uses the effective interest method to record right-of-use assets equal to the present value of the contractual liability for future lease payments. The table below presents the right-of-use assets and related lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2025:
| Balance
Sheet Line Item |
December
31, 2025 |
December
31, 2024 |
||||||||
| Right-of-use assets | Other assets | $ | $ | |||||||
| Operating lease liabilities | ||||||||||
| Current portion | Trade accounts payable and accrued expenses |
$ | $ | |||||||
| Noncurrent portion | Lease liabilities | |||||||||
| Total operating lease liabilities | $ | $ | ||||||||
The depreciable lives of right-of-use assets are limited by the lease term and are amortized on a straight line basis over the life of the lease.
The Company’s leases generally do not provide an implicit interest rate, and therefore the Company calculates an incremental borrowing rate to determine the present value of its operating lease liabilities.
The table below includes cash paid for our operating lease liabilities, other non-cash information, our weighted average remaining lease term and weighted average discount rate:
| Year Ended | ||||||||
| December
31, 2025 |
December
31, 2024 |
|||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Cash amounts paid for short-term leases | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | ||||||||
67
The following table reconciles the undiscounted future minimum lease payments to the total operating lease liabilities recognized on the condensed consolidated balance sheet as of December 31, 2025:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total undiscounted future minimum lease payments | ||||
| Less: Difference between undiscounted lease payments & the present value of future lease payments | ( |
) | ||
| Total operating lease liabilities | $ |
Certain of the Company’s lease agreements
contain renewal options at the Company’s discretion. The Company does not recognize right-of-use assets or lease liabilities for
leases of one year or less or for renewal periods unless it is reasonably certain that the Company will exercise the renewal option at
the inception of the lease or when a triggering event occurs. The Company’s weighted average remaining lease term for operating
leases as of December 31, 2025 is
| 9. | Trade Accounts Payable and Accrued Expenses |
Trade accounts payable and accrued expenses consist of the following:
| December 31, | 2025 | 2024 | ||||||
| Trade accounts payable | $ | $ | ||||||
| Federal excise taxes payable | ||||||||
| Accrued other | ||||||||
| $ | $ | |||||||
| 10. | Line of Credit |
On January 7, 2022, the Company entered into
a three-year, $
| 11. | Employee Benefit Plans |
The Company sponsors a qualified defined-contribution 401(k) plan that covers substantially all of its employees. Under the terms of the 401(k) plan, the Company matches a certain portion of
68
employee contributions to their individual 401(k)
accounts using the “safe harbor” guidelines provided in the Internal Revenue Code. Expenses related to matching employee contributions
to the 401(k) plan were $
Additionally, in 2025, 2024, and 2023 the Company
provided discretionary supplemental contributions to the individual 401(k) accounts of substantially all employees. Each employee received
a supplemental contribution to their account based on a uniform percentage of qualifying compensation established annually. The cost of
these supplemental contributions totaled $
| 12. | Other Operating Income, Net |
Other operating income, net consists of the following:
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| (Loss) gain on disposal of operating assets | $ | ( |
) | $ | $ | |||||||
| 13. | Income Taxes |
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal and state income tax examinations by tax authorities for years before 2018.
Our (loss) income before income taxes is derived solely from within the United States.
The federal and state income tax provision consisted of the following:
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| Current | ||||||||||||
| Federal | $ | ( |
) | $ | $ | |||||||
| State | ( |
) | ||||||||||
| Total current tax expense | ( |
) | ||||||||||
| Deferred | ||||||||||||
| Federal | ( |
) | ( |
) | ( |
) | ||||||
| State | ( |
) | ( |
) | ( |
) | ||||||
| Total deferred tax expense | ( |
) | ( |
) | ( |
) | ||||||
| Provision for income taxes | $ | ( |
) | $ | $ | |||||||
The reconciliation of the U.S. federal income
tax provision at the statutory federal income tax rate of
The table reflects the ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which was adopted prospectively for the year ended December 31, 2025. See “Note 1. Organization and Summary of Significant Accounting Policies — Recently
69
Adopted Accounting Pronouncements” for additional information on the adoption of ASU 2023-09.
| Year ended December 31, 2025 | Amount | Percent | ||||||
| Statutory federal income tax rate | $ | ( |
) | % | ||||
| State and local income taxes, net of federal tax benefit | ( |
) | ||||||
| Research and development tax credits | ( |
) | ||||||
| Nontaxable or nondeductible items | ||||||||
| Share based compensation | ( |
) | ||||||
| Officers compensation – 162(M) | ( |
) | ||||||
| Other nontaxable or nondeductible items | ( |
) | ||||||
| Other | ( |
) | ||||||
| Effective income tax rate | ( |
) | % | |||||
State taxes in New Hampshire made up the majority
(greater than
The reconciliation of the U.S. federal income
tax provision at the statutory federal income tax rate of
| Year ended December 31, | 2024 | 2023 | ||||||
| Statutory federal income tax rate | % | % | ||||||
| State income taxes, net of federal tax benefit | ||||||||
| Research and development tax credits | ( |
) | ( |
) | ||||
| Other | ( |
) | ||||||
| Effective income tax rate | % | % | ||||||
The Company made income tax payments of approximately
$
| Year ended December 31, 2025 | Amount | Percent | ||||||
| Federal income taxes paid | $ | % | ||||||
| State and local income taxes paid | ||||||||
| New Hampshire | % | |||||||
| North Carolina | ( |
) | ( |
)% | ||||
| Other immaterial state taxes paid | ( |
) | ( |
)% | ||||
| Total cash paid for income taxes | $ | % | ||||||
70
Deferred tax assets and liabilities reflect the
net tax effects of net operating loss and tax credit carryforwards and temporary differences between the carrying amounts of assets and
liabilities for financial reporting and the amounts used for income tax purposes.
| December 31, | 2025 | 2024 | ||||||
| Deferred tax assets | ||||||||
| Net Operating Loss Carryforwards | $ | $ | ||||||
| Research and development tax credits | ||||||||
| Capitalized research and development costs | ||||||||
| Employee compensation and benefits | ||||||||
| Allowances for doubtful accounts and discounts | ||||||||
| Inventories | ||||||||
| Stock-based compensation | ||||||||
| ASC 842 lease liabilities | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| ASC 842 right-of-use asset | ||||||||
| Depreciation | ||||||||
| Other | ||||||||
| Total deferred tax liabilities | ||||||||
| Net deferred tax assets | $ | $ | ||||||
The Company expects to realize its deferred tax assets through tax deductions against future taxable income.
The Company does not believe it has included any “uncertain tax positions” in its federal income tax return or any of the state income tax returns it is currently filing. The Company has made an evaluation of the potential impact of additional state taxes being assessed by jurisdictions in which the Company does not currently consider itself liable. The Company does not anticipate that such additional taxes, if any, would result in a material change to its financial position.
71
| 14. | Earnings Per Share |
Set forth below is a reconciliation of the numerator and denominator for the basic and diluted earnings per share calculations for the periods indicated:
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| Numerator: | ||||||||||||
| Net (loss) income | $ | ( |
) | $ | $ | |||||||
| Denominator: | ||||||||||||
| Weighted average number of common shares outstanding – Basic | ||||||||||||
| Dilutive effect of options and restricted stock units outstanding under the Company’s employee compensation plans | ||||||||||||
| Weighted average number of common shares outstanding – Diluted | ||||||||||||
| 15. | Stock Repurchases |
In 2025, 2024, and 2023 the Company repurchased shares of its common stock. Details of these purchases are as follows:
| Period | Total
Number of Shares Purchased |
Average Price Paid per Share |
Total
Number of Shares Purchased as Part of Publicly Announced Program |
Maximum
Dollar Value of Shares that May Yet Be Purchased Under the Program |
||||||||||||
| Fourth Quarter 2023 | ||||||||||||||||
| October 1 to October 28 | ||||||||||||||||
| October 29 to November 25 | $ | |||||||||||||||
| November 26 to December 31 | $ | |||||||||||||||
| First Quarter 2024 | ||||||||||||||||
| January 1 to January 27 | $ | |||||||||||||||
| January 28 to February 24 | $ | |||||||||||||||
| February 25 to March 30 | $ | |||||||||||||||
| Second Quarter 2024 | ||||||||||||||||
| March 31 to April 27 | ||||||||||||||||
| April 28 to May 25 | $ | |||||||||||||||
| May 26 to June 29 | $ | |||||||||||||||
| Third Quarter 2024 | ||||||||||||||||
| June 30 to July 27 | $ | |||||||||||||||
| July 28 to August 24 | ||||||||||||||||
| August 25 to September 28 | $ | |||||||||||||||
| Fourth Quarter 2024 | ||||||||||||||||
| September 29 to October 26 | $ | |||||||||||||||
| October 27 to November 23 | $ | |||||||||||||||
| November 23 to December 31 | $ | |||||||||||||||
| First Quarter 2025 | ||||||||||||||||
| January 1 to January 25 | $ | |||||||||||||||
| January 26 to February 22 | ||||||||||||||||
| February 23 to March 29 | $ | |||||||||||||||
| Second Quarter 2025 | ||||||||||||||||
| March 30 to April 26 | $ | |||||||||||||||
| April 27 to May 24 | $ | |||||||||||||||
| May 25 to June 28 | $ | |||||||||||||||
| Third Quarter 2025 | ||||||||||||||||
| June 29 to July 26 | $ | |||||||||||||||
| July 27 to August 23 | $ | |||||||||||||||
| August 24 to September 27 | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
72
All of these purchases were made with cash held by the Company and no debt was incurred
At December 31, 2025, approximately $
| 16. | Compensation Plans |
In May 2017, the Company’s shareholders
approved the 2017 Stock Incentive Plan (the “2017 SIP”) under which employees, independent contractors, and non-employee directors
may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may not require
the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board of Directors.
The Company has reserved
In June 2023, the Company’s shareholders approved
the 2023 Stock Incentive Plan (the “2023 SIP”) under which employees, independent contractors, and non-employee directors
may be granted stock options, restricted stock, deferred stock awards, and stock appreciation rights, any of which may or may not require
the satisfaction of performance objectives. Vesting requirements are determined by the Compensation Committee of the Board of Directors.
The Company reserved
73
Compensation expense related to deferred stock, restricted
stock, and restricted stock units is recognized based on the grant-date fair value of the Company’s common stock, using either the
actual share price or an estimated value using the Monte Carlo valuation model. The total stock-based compensation cost included in the
Statements of Income was $
Deferred Stock
Deferred stock awards vest based on the passage of time or the Company’s attainment of performance objectives. Upon vesting, these awards convert one-for-one to common stock.
In 2025,
In 2024,
In 2023,
Compensation expense related to these awards
is amortized ratably over the vesting period. Compensation expense related to these awards was $
At December 31, 2025, there was $
Restricted Stock Units
The Company grants restricted stock units (RSU’s) to senior employees. Some of these RSU’s are retention awards and have only time-based vesting. Other RSU’s have a vesting “double trigger.” The vesting of these RSU’s is dependent on the achievement of corporate objectives established by the Compensation Committee of the Board of Directors, including return on net operating assets, stock performance, and the passage of time.
During 2025,
74
are being recognized ratably over the remaining
periods required before the units vest, which range from
During 2024,
During 2023,
At December 31, 2025, there was $
| 17. | Operating Segment Information |
The Company has reportable operating segments: firearms and castings. The firearms segment manufactures and sells rifles, pistols, and revolvers principally to a number of federally-licensed, independent wholesale distributors primarily located in the United States. The castings segment manufactures and sells steel investment castings and metal injection molding parts.
Corporate segment income relates to interest income, the sale of non-operating assets, and other non-operating activities. Corporate segment assets consist of cash and other non-operating assets.
The Company evaluates performance and allocates resources, in part, based on income (loss) before taxes. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies (see Note 1). Intersegment sales are recorded at the Company’s cost plus a fixed profit percentage.
This segment structure reflects the financial information and reports used by the Company’s management, specifically its CODM, to make decisions regarding the Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s reportable segments are not aggregated.
The Company’s method for measuring performance of a reportable segment is primarily gross profit. The CODM does not review disaggregated assets by segment. The Company adopted ASU 2023-07 in January 2025. The most significant provision was the required disclosure of significant segment expenses that are regularly provided to the CODM. The Company’s CODM periodically reviews cost of goods sold by segment and treats it as a significant segment expense.
75
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| Net Sales | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| Unaffiliated | ||||||||||||
| Intersegment | ||||||||||||
| Eliminations | ( |
) | ( |
) | ( |
) | ||||||
| $ | $ | $ | ||||||||||
| Costs of Goods Sold | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| Unaffiliated | ||||||||||||
| Intersegment | ||||||||||||
| Eliminations | ( |
) | ( |
) | ( |
) | ||||||
| $ | $ | $ | ||||||||||
| Gross (Loss) Profit | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ( |
) | ( |
) | ( |
) | ||||||
| $ | $ | $ | ||||||||||
| Operating (Loss) Income | ||||||||||||
| Firearms | $ | ( |
) | $ | $ | |||||||
| Castings | ( |
) | ( |
) | ( |
) | ||||||
| $ | ( |
) | $ | $ | ||||||||
| (Loss) Income Before Income Taxes | ||||||||||||
| Firearms | $ | ( |
) | $ | $ | |||||||
| Castings | ( |
) | ( |
) | ( |
) | ||||||
| Corporate | ||||||||||||
| $ | ( |
) | $ | $ | ||||||||
| Year ended December 31, | 2025 | 2024 | 2023 | |||||||||
| Identifiable Assets | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| Corporate | ||||||||||||
| $ | $ | $ | ||||||||||
| Goodwill | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| $ | $ | $ | ||||||||||
| Depreciation | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| $ | $ | $ | ||||||||||
| Capital Expenditures | ||||||||||||
| Firearms | $ | $ | $ | |||||||||
| Castings | ||||||||||||
| $ | $ | $ | ||||||||||
76
In 2025, the Company’s largest customers
and the percent of firearms sales they represented were as follows: Lipsey’s -
In 2024, the Company’s largest customers
and the percent of firearms sales they represented were as follows: Lipsey’s -
In 2023, the Company’s largest customers
and the percent of firearms sales they represented were as follows: Lipsey’s -
The Company’s assets are located entirely
in the United States and domestic sales represented at least
| 18. | Quarterly Results of Operations (Unaudited) |
The following is a tabulation of the unaudited quarterly results of operations for the two years ended December 31, 2025:
| Three Months Ended | ||||||||||||||||
| 3/29/25 | 6/28/25 | 9/27/25 | 12/31/25 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Gross profit | ||||||||||||||||
| Net income (loss) | ( |
) | ||||||||||||||
| Basic earnings per share | ( |
) | ||||||||||||||
| Diluted earnings per share | $ | $ | ( |
) | $ | $ | ||||||||||
| Three Months Ended | ||||||||||||||||
| 3/30/24 | 6/29/24 | 9/28/24 | 12/31/24 | |||||||||||||
| Net Sales | $ | $ | $ | $ | ||||||||||||
| Gross profit | ||||||||||||||||
| Net income | ||||||||||||||||
| Basic earnings per share | ||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||
| 19. | Related Party Transactions |
From time to time, the Company contracts with
the National Rifle Association (“NRA”) for some of its promotional and advertising activities. The Company paid the NRA $
The Company is a member of the National Shooting
Sports Foundation (“NSSF”), the firearm industry trade association. The
Company paid the NSSF $
77
| 20. | Contingent Liabilities |
As of December 31, 2025, the Company was a defendant in nine (9) lawsuits and is aware of certain other claims. The lawsuits generally fall into the categories of municipal litigation, unfair trade practices, product liability, employment, and trademark litigation. One (1) breach of contract matter was fully and finally resolved during the quarter. Material matters and developments are discussed in turn below.
Municipal Litigation
Municipal litigation generally includes those cases brought by cities or other governmental entities against firearms manufacturers, distributors and retailers seeking to recover damages allegedly arising out of the misuse of firearms by third parties. There are three pending lawsuits of this type: the City of Gary, filed in Indiana State Court in 1999; The City of Buffalo, filed in the Supreme Court of the State of New York for Erie County on December 20, 2022; and The City of Rochester, filed in the Supreme Court for the State of New York for Monroe County on December 21, 2022, each of which is described in more detail below.
The City of Gary seeks damages, among other things, for the costs of medical care, police and emergency services, public health services, and other services as well as punitive damages as well as nuisance abatement and/or injunctive relief to change the design, manufacture, marketing and distribution practices of the various Defendants. The Complaint alleges, among other claims, negligence in the design of products, public nuisance, negligent distribution and marketing, negligence per se and deceptive advertising. The case does not allege a specific injury to a specific individual as a result of the misuse or use of any of the Company's products. After a long procedural history, the Indiana Court of Appeals recently reversed the trial court and ordered dismissal of the case. The Indiana Court of Appeals denied the City’s request for rehearing, and the parties are awaiting remand to the trial court for dismissal.
The City of Buffalo v. Smith & Wesson Brands, Inc., et al. and The City of Rochester v. Smith & Wesson Brands, Inc., et al were filed on consecutive days in New York State Court, naming a number of firearm manufacturers, distributors, and retailers as Defendants, including the Company. The complaints are virtually identical and, relying primarily on New York’s General Business Law §898-b, generally allege that the criminal misuse of firearms in their cities is the result of the manufacturing, sales, marketing, and distribution practices of the Defendants. These matters seek unspecified compensatory damages, creation of an abatement fund, punitive damages and other relief. Both matters were timely removed to federal court and were consolidated for pretrial purposes only. Those matters were stayed pending the outcome of a different matter that challenges New York’s law, which was decided earlier this year. The Defendants have moved to dismiss the cases and are vigorously defending these matters.
Breach of Contract
As reported in prior periods, the Company was a defendant in Jones v. Sturm, Ruger & Co., a purported class action lawsuit arising out of a data breach at Freestyle Solutions, Inc., the vendor
78
who was hosting the Company’s eCommerce website at the time of the breach. The settlement was finalized during the quarter and the matter is now closed.
Unfair Trade Practices
Estate of Suzanne Fountain v. Sturm, Ruger & Co., Inc., and Estate of Nevin Stanisic v. Sturm, Ruger & Co., Inc. are pending in Connecticut state court and arise out of the criminal shootings at the King Soopers supermarket in Boulder, Colorado on March 22, 2021. The Complaints allege that the Company’s advertising and marketing of the Ruger AR-556 pistol violate the Connecticut Unfair Trade Practices Act and seek damages for the alleged wrongful death of the victims.
The Fountain and Stanisic cases were consolidated for discovery purposes only and transferred by the court to the Complex Litigation Docket. Oral argument on the Company’s pending Motion to Strike was held on July 21, 2025 and the court stayed discovery pending the outcome of that motion. The court denied the motion during the quarter, the stay was lifted and the parties have commenced discovery.
Product Liability
The Company is a defendant in two unrelated traditional product liability matters, both of which were filed during the quarter. Fortenberry v. Sturm, Ruger & Company, Inc. was served on July 11, 2025 and is pending in the Circuit Court of Arkansas County, Arkansas Northern District, Civil Division. This complaint alleges a product design defect in an “old model” Ruger Single-Six revolver and seeks damages for the death of the plaintiff’s decedent.
Thorne v. Sturm, Ruger & Company, Inc. is a product liability matter in which the plaintiff alleges personal injuries resulting from a manufacturing defect in his SR22 pistol. This matter was served on November 13, 2025 and was withdrawn in January 2026 when the plaintiff filed a stipulation of dismissal with prejudice.
During the quarter, Willeford v. Sturm, Ruger & Company, Inc., a product liability case that was filed on July 25, 2025 was withdrawn when the plaintiff filed a stipulation of dismissal without prejudice.
Employment
The Company was also named in Thompson v. Sturm, Ruger & Company, Inc., an employment matter that was filed in the Superior Court for the State of Arizona, in and for the County of Yavapai, which was filed on August 21, 2025. The plaintiff seeks damages for alleged employment discrimination. The Company disputes the allegations of the complaint and has responded accordingly.
Trademark Litigation
The Company is a defendant in FN Herstal, et al. v. Sturm, Ruger & Company, Inc., which is pending in North Carolina. The Complaint alleges that the Company’s use of the initialism
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“SFAR” in connection with the marketing of its Small Frame Autoloading Rifle infringes the Plaintiffs’ SCAR trademark. The Complaint alleges violations of the Lanham Act and the North Carolina Unfair and Deceptive Trade Practices Act, as well as trademark infringement under North Carolina common law. The parties are awaiting decision on dispositive motions.
Summary of Claimed Damages and Explanation of Product Liability Accruals
Punitive damages, as well as compensatory damages, are demanded in certain of the lawsuits and claims. In many instances, the plaintiff does not seek a specified amount of money, though aggregate amounts ultimately sought may exceed product liability accruals and applicable insurance coverage.
For product liability
claims made between July 10, 2000 and August 31, 2024, insurance coverage
was provided on an annual basis for losses exceeding $
Company management monitors the status of known claims and the product liability accrual, which includes amounts for asserted and unasserted claims. While it is not possible to forecast the outcome of litigation or the timing of costs, in the opinion of management, after consultation with special and corporate counsel, it is not probable and is unlikely that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but may have a material impact on the Company’s financial results for a particular period.
Product liability claim payments are made when appropriate if, as, and when claimants and the Company reach agreement upon an amount to finally resolve all claims. Legal costs are paid as the lawsuits and claims develop, the timing of which may vary greatly from case to case. A time schedule cannot be determined in advance with any reliability concerning when payments will be made in any given case.
Provision is made for product liability claims based upon many factors related to the severity of the alleged injury and potential liability exposure, based upon prior claim experience. Because the Company's experience in defending these lawsuits and claims is that unfavorable outcomes are typically not probable or estimable, only in rare cases is an accrual established for such costs.
In most cases, an accrual is established only for estimated legal defense costs. Product liability accruals are periodically reviewed to reflect then-current estimates of possible liabilities and expenses incurred to date and reasonably anticipated in the future. Threatened product liability claims are reflected in the Company's product liability accrual on the same basis as actual claims; i.e., an accrual is made for reasonably anticipated possible liability and claims handling expenses on an ongoing basis.
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Often, a Complaint does not specify the amount
of damages being sought and range of reasonably possible losses relating to unfavorable outcomes cannot be made. The dollar amount of
damages claimed at December 31, 2025, December 31, 2024, and December 31, 2023 was de minimis. The amount claimed at December 31,
2021 was $
During 2025, three (
During 2024, one (
During 2023, one (
The Company’s product liability expense
was $
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A roll-forward of the product liability reserve and detail of product liability expense for the three years ended December 31, 2025 follows:
Balance Sheet Roll-forward for Product Liability Reserve
| Cash Payments | ||||||||||||||||||||
| Balance
Beginning of Year (a) |
Accrued
Legal Expense (Income) (b) |
Legal
Fees (c) |
Settlements (d) |
Balance
End of Year (a) |
||||||||||||||||
| 2023 | $ | ( |
) | $ | ||||||||||||||||
| 2024 | $ | ( |
) | $ | ||||||||||||||||
| 2025 | $ | ( |
) | $ | ||||||||||||||||
Income Statement Detail for Product Liability Expense
| Accrued Legal Expense (b) |
Insurance Premium Expense (e) |
Total
Product Liability Expense |
||||||||||
| 2023 | $ | $ | ||||||||||
| 2024 | $ | $ | ||||||||||
| 2025 | $ | $ | ||||||||||
Notes
| (a) |
|
| (b) |
|
| (c) |
|
| (d) |
|
| (e) |
|
There were no insurance recoveries during any of the above years.
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| 21. | Financial Instruments |
The Company does not hold or issue financial instruments for trading or hedging purposes, nor does it hold interest rate, leveraged, or other types of derivative financial instruments. Fair values of accounts receivable, accounts payable, accrued expenses and income taxes payable reflected in the December 31, 2025 and 2024 balance sheets approximate carrying values at those dates.
| 22. | Stockholder Rights Plan |
On October 14, 2025, the Company’s Board of Directors (the “Board”) approved the adoption of a limited-duration stockholder rights plan (the “Rights Plan”). The Rights Plan is effective October 14, 2025 (“Effective Date”) and will expire on October 13, 2026. The Board, in consultation with its advisors, adopted the Rights Plan in response to the public announcement by Beretta Holding S.A. (“Beretta”) that it had accumulated a significant economic interest in Ruger’s common stock and intends to engage in discussions with the Company regarding “potential areas of operational and strategic collaborations.” The Rights Plan is intended to ensure that the Board remains in the best position to perform its fiduciary duties and to enable all stockholders to receive fair and equal treatment. It is also designed to allow all stockholders to realize the long-term value of their investment by reducing the likelihood that Beretta would gain control through open market accumulation or other coercive tactics without appropriately compensating the Company’s stockholders or allowing the Board sufficient time to make informed judgments. The Rights Plan is a temporary measure to give the Board time to understand Beretta’s intentions and evaluate options.
Pursuant to the Rights Plan, the Company has
authorized and declared a dividend of one common share purchase right (a “Right”) for each share of Common Stock that is outstanding
at the close of business on October 24, 2025 and that may become outstanding between such date and the Distribution Date (as defined below)
or the earlier Expiration Date (as defined in the Rights Plan). The Rights are not exercisable until after the Distribution Date. After
the Distribution Date, each Right will be exercisable to purchase from the Company one share of Common Stock at a purchase price of $
The “Distribution
Date” means the close of business on the business day immediately following the earlier of (i) the Flip-In Date (as defined
in the Rights Plan) or (ii)
An “Acquiring
Person” means any person who becomes the beneficial owner of
83
If the Rights become exercisable, all holders
of Rights (other than the person or group triggering the Rights Plan, whose Rights would become void) will be entitled to acquire shares
of Common Stock at a
The Rights will expire at the close of business on the day before the first anniversary of the date of the Rights Plan, unless the Rights Plan is amended to change the Final Expiration Date (as defined in the Rights Plan) or the Rights are earlier redeemed or exchanged by the Company
| 23. | Subsequent Events |
On March 2, 2026, the Company’s Board of
Directors authorized a dividend of
On February 22, 2026, the Company announced that each of Sandra Froman, Christopher Killoy and Rebecca Halstead retired from the Board of Directors.
Following such retirements, on February 22, 2026, the Board of Directors elected each of Aaron Rivers, Stephen Timm and Lorin Cassidy Wolfe to fill the vacancies on the Board of Directors created through such retirements, effective immediately.
The Company’s management has evaluated transactions occurring subsequent to December 31, 2025 and determined that there were no other events or transactions during that period that would have a material impact on the Company’s results of operations or financial position.
84
ITEM 9—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A—CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2025. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, the Company’s disclosure controls and procedures over financial reporting were effective.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company conducted an evaluation, with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of its internal control over financial reporting as of December 31, 2025. This evaluation was performed based on the criteria established in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013.
Management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in “Internal Control — Integrated Framework” issued by the COSO in 2013. In accordance with guidance issued by the Securities and Exchange Commission, Management’s evaluation of internal control over financial reporting excluded the Company’s Hebron operations, which was acquired from the acquisition of Anderson Manufacturing assets on July 1, 2025. The Hebron operations’ total assets and net sales represent approximately 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report which is included in this Form 10-K.
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Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
New York Stock Exchange Certification
Pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual, the Company submitted an unqualified certification of our Chief Executive Officer to the New York Stock Exchange in 2025. The Company has also filed, as exhibits to this Annual Report on Form 10-K, the Chief Executive Officer and Chief Financial Officer Certifications required under the Sarbanes-Oxley Act of 2002.
ITEM 9B—OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2025, none of the Company’s Section 16 officers or directors adopted or terminated contracts, instructions, or written plans for the purchase or sale of Company securities.
Due to an administrative oversight, two plans for the purchase and sale of the Company’s securities which are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”) were adopted during the three months ended September 27, 2025 by a Director and a Section 16 officer of Company securities were not reported in the Form 10-Q filed with respect to such period. The details of such Rule 10b5-1 Plans are as follows:
| Name | Title | Action | Date Adopted |
Expiration Date |
Aggregate
# of Securities to be Purchased/Sold |
| (1) | Amir P. Rosenthal., a director of the Company, entered into a Rule 10b5-1 Plan on August 13, 2025. Mr. Rosenthal’s Rule 10b5-1 Plan provides for the potential sale of up to 3,000 shares of the Company’s common stock. The Rule 10b5-1 Plan expires on March 13, 2026, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan. |
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| (2) | Timothy M. Lowney, an officer of the Company, entered into a Rule 10b5-1 Plan on August 12, 2025. Mr. Lowney’s Rule 10b5-1 Plan provides for the potential sale of up to 2,537 shares of the Company’s common stock. The Rule 10b5-1 Plan expires on November 14, 2025, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan. |
None of the Company’s directors or Section 16 officers
ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning the Company’s directors, including the Company’s separately designated standing audit committee, and on the Company’s code of business conduct and ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.
Information concerning the Company’s executive officers required by this Item is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Executive Officers of the Company.”
Information concerning beneficial ownership reporting compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.
ITEM 11—EXECUTIVE COMPENSATION
Information concerning director and executive compensation required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.
ITEM 12—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information concerning the security ownership of certain beneficial owners and management and related stockholder matters required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information regarding compensation plans under which equity securities of the Company are authorized for issuance as of December 31, 2025:
| Equity Compensation Plan Information | ||||||||||||
| Plan category | Number
of securities to be issued upon exercise of outstanding options, warrants and rights (a) |
Weighted-average exercise price of outstanding options, warrants and rights (b) * |
Number
of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) |
|||||||||
| Equity compensation plans approved by security holders | ||||||||||||
| 2017 Stock Incentive Plan | 0 | — | 0 | |||||||||
| 2023 Stock Incentive Plan | 555,448 | — | 566,740 | ** | ||||||||
| Equity compensation plans not approved by security holders | ||||||||||||
| None. | ||||||||||||
| Total | 555,448 | — | 566,740 | |||||||||
| * | Restricted stock units are settled in shares of common stock or the cash equivalent. Accordingly, the weighted-average exercise price is not applicable. |
| ** | Includes 151,386 unused shares previously authorized for issuance under the 2017 SIP that are now incorporated into and issuable under the 2023 SIP. |
ITEM 13—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information concerning certain relationships and related transactions required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.
ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning the Company’s principal accountant fees and services and the pre-approval policies and procedures of the audit committee of the board of directors required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.
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PART IV
ITEM 15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
| (a) | Exhibits and Financial Statement Schedule |
| (1) | Financial Statements can be found under Item 8 of Part II of this Form 10-K |
| (2) | Schedule can be found on Page 87 of this Form 10-K |
| (3) | Listing of Exhibits: |
| Exhibit 3.1 | Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement previously filed by the Company File No. 333-272443 on June 6, 2023). | ||
| Exhibit 3.2 | Amended and Restated By-Laws of the Company, as of May 5, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2025). | ||
| Exhibit 4.1 | Description of the Company’s Securities. | ||
| Exhibit 4.2 | Rights Agreement, dated as of October 14, 2025, between Sturm, Ruger & Company, Inc. and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2025). | ||
| Exhibit 10.1 | Severance Agreement, dated as of November 25, 2024, by and between the Company and Thomas A. Dineen (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). ** | ||
| Exhibit 10.2 | Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | ||
| Exhibit 10.3 | Second Amended and Restated Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc, and Christopher J. Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 24, 2025).** | ||
90
| Exhibit 10.4 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Shawn C. Leska (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | ||
| Exhibit 10.5 | Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022) , as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022) and that certain Second Amendment to Loan Agreement, dated June 6, 2024, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2024). | ||
| Exhibit 10.6 | The Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017).** | ||
| Exhibit 10.7 | The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023)** | ||
| Exhibit 10.8 | Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).** | ||
| Exhibit 10.9 | Employment Agreement, dated as of January 15, 2025, by and between the Company and Todd W. Seyfert (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 17, 2025). ** | ||
| Exhibit 10.10 | Transition Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc. and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2025).** | ||
| Exhibit 10.11 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Sarah F. Colbert ** | ||
| Exhibit 10.12 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Michael W. Wilson ** | ||
| Exhibit 10.13 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Robert J. Werkmeister ** |
91
| Exhibit 10.14 | Executive Severance Agreement, dated May 1, 2025, by and between the Company and Benjamin P. Quinn ** | ||
| Exhibit 19.1 | Sturm Ruger & Company, Inc. Insider Trading Policy | ||
| Exhibit 23.1 | Consent of RSM US LLP | ||
| Exhibit 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | ||
| Exhibit 31.2 | Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | ||
| Exhibit 32.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| Exhibit 32.2 | Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| Exhibit 97 | Executive Compensation Clawback Policy | ||
| Exhibit 101.INS* | XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| Exhibit 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | ||
| Exhibit 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||
| Exhibit 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||
| Exhibit 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | ||
| Exhibit 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||
| Exhibit 104* | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||
| *Filed herewith | |||
| **Indicates management contract or compensatory plan or arrangement | |||
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| STURM, RUGER & COMPANY, INC. | |
| (Registrant) | |
| S/ THOMAS A. DINEEN | |
| Thomas A. Dineen | |
| Principal Financial Officer | |
| Principal Accounting Officer, Senior Vice President, | |
| Treasurer, and Chief Financial Officer | |
| March 2, 2026 | |
| Date |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| S/ TODD W.SEYFERT | 3/2//26 | S/ JOHN A. COSENTINO, JR | 3/2/26 | |
| Todd W. Seyfert Chief Executive Officer, Director (Principal Executive Officer) |
John A. Cosentino, Jr. Director |
|||
| S/ PHILLIP C. WIDMAN | 3/2/26 | S/ TERRENCE G. O’CONNOR | 3/2/26 | |
| Phillip C. Widman Director |
Terrence G. O’Connor Director |
|||
| S/ AMIR P. ROSENTHAL | 3/2/26 | S/ STEPHEN TIMM | 3/2/26 | |
| Amir P. Rosenthal Director |
Stephen Timm Director |
|||
| S/ AARON RIVERS | 3/2/26 | S/ LORIN CASSIDY WOLFE | 3/2/26 | |
| Aaron Rivers Director |
Lorin Cassidy Wolfe Director |
|||
| S/ BRUCE T. PETTET | 3/2/26 | S/ RONALD C. WHITAKER | 3/2/26 | |
| Bruce T. Pettet Director |
Ronald C. Whitaker Director |
|||
| S/ THOMAS A. DINEEN | 3/2/26 | |||
| Thomas A. Dineen Principal Financial Officer Principal Accounting Officer, Senior Vice President, Treasurer, and Chief Financial Officer |
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EXHIBIT INDEX
| Page
No. | ||
| Exhibit 3.1 | Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement previously filed by the Company File No. 333-272443 on June 6, 2023). | |
| Exhibit 3.2 | Amended and Restated By-Laws of the Company, as of May 5, 2025 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 9, 2025). | |
| Exhibit 4.1 | Description of the Company’s Securities. | |
| Exhibit 4.2 | Rights Agreement, dated as of October 14, 2025, between Sturm, Ruger & Company, Inc. and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2025). | |
| Exhibit 10.1 | Severance Agreement, dated as of November 25, 2024, by and between the Company and Thomas A. Dineen (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). ** | |
| Exhibit 10.2 | Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** | |
| Exhibit 10.3 | Second Amended and Restated Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc, and Christopher J. Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 24, 2025).** | |
| Exhibit 10.4 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Shawn C. Leska (Incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024).** |
94
EXHIBIT INDEX (continued)
| Exhibit 10.5 | Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc. and Regions Bank. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 11, 2022) , as amended by that certain Amendment to Credit Agreement, dated November 3, 2022, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022) and that certain Second Amendment to Loan Agreement, dated June 6, 2024, between Sturm, Ruger & Company, Inc. and Regions Bank (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2024). | |
| Exhibit 10.6 | The Sturm, Ruger & Company, Inc. 2017 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on March 27, 2017) | |
| Exhibit 10.7 | The Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement of Schedule 14A, filed with the SEC on April 20, 2023).** | |
| Exhibit 10.8 | Separation Agreement, dated as of December 21, 2023 by and between Sturm, Ruger, & Co., Inc. and Thomas P. Sullivan (Incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023).** | |
| Exhibit 10.9 | Employment Agreement, dated as of January 15, 2025, by and between the Company and Todd W. Seyfert (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 17, 2025). ** | |
| Exhibit 10.10 | Transition Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc. and Kevin B. Reid, Sr. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2025).** | |
| Exhibit 10.11 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Sarah F. Colbert ** | |
| Exhibit 10.12 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Michael W. Wilson ** | |
| Exhibit 10.13 | Executive Severance Agreement, dated November 25, 2024, by and between the Company and Robert J. Werkmeister ** | |
| Exhibit 10.14 | Executive Severance Agreement, dated May 1, 2025, by and between the Company and Benjamin P. Quinn ** |
95
EXHIBIT INDEX (continued)
| Exhibit 19.1 | Sturm Ruger & Company, Inc. Insider Trading Policy | |
| Exhibit 23.1 | Consent of RSM US LLP | 99 |
| Exhibit 31.1 | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | 100 |
| Exhibit 31.2 | Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act. | 102 |
| Exhibit 32.1 | Certification of the Chief Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 104 |
| Exhibit 32.2 | Certification of the Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | 105 |
| Exhibit 97 | Executive Compensation Clawback Policy | |
| Exhibit 101.INS* | Inline XBRL Instance Document– the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| Exhibit 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| Exhibit 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| Exhibit 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| Exhibit 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| Exhibit 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| Exhibit 104* | Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| *Filed herewith | ||
| **Indicates management contract or compensatory plan or arrangement | ||
96
YEAR ENDED DECEMBER 31, 2025
STURM,
RUGER & COMPANY, INC.
ITEMS
15(a)
FINANCIAL STATEMENT SCHEDULE
97
Sturm, Ruger & Company, Inc.
Item 15(a)--Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts
(In Thousands)
| COL. A | COL. B | COL. C | COL. D | COL. E | ||||||||||||||||
| ADDITIONS | ||||||||||||||||||||
| Description | Balance
at Beginning of Period |
(1)
Charged (Credited) to Costs and Expenses |
(2)
Charged to Other Accounts –Describe |
Deductions | Balance
at End of Period |
|||||||||||||||
| Deductions from asset accounts: | ||||||||||||||||||||
| Allowance for doubtful accounts: | ||||||||||||||||||||
| Year ended December 31, 2025 | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||||||
| Year ended December 31, 2024 | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||||||
| Year ended December 31, 2023 | $ | 400 | $ | — | $ | — | $ | 400 | ||||||||||||
| Allowance for discounts: | ||||||||||||||||||||
| Year ended December 31, 2025 | $ | 1,310 | $ | 12,879 | $ | 12,882 | (a) | $ | 1,307 | |||||||||||
| Year ended December 31, 2024 | $ | 1,164 | $ | 12,241 | $ | 12,095 | (a) | $ | 1,310 | |||||||||||
| Year ended December 31, 2023 | $ | 1,334 | $ | 12,540 | $ | 12,710 | (a) | $ | 1,164 | |||||||||||
| (a) | Discounts taken |
98
Exhibit 10.11
November 11, 2024
Re: Severance Agreement
As you are aware, it is the practice of Sturm, Ruger & Company, Inc., its successors, assigns and related entities (collectively, the "Company") to provide severance benefits, subject to certain conditions, to certain officers whose employment is terminated by the Company without Cause (as defined below) or by the applicable officer for Good Reason (as defined below). The Company wishes to amend and restate that certain existing letter agreement with respect to your severance benefits, dated March 22, 2018 (the "Existing Severance Agreement"), in its entirety, and replace your Existing Severance Agreement with this letter agreement (this "letter").
The purpose of this letter is to set forth the terms of the severance benefits that you would be entitled to receive under the circumstances outlined below.
1. (a) Termination Without Cause or for Good Reason: Subject to the limitations set forth in Section 4, if, during the Term (as defined below), and prior to the occurrence of a Change in Control (as defined below), the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you execute and deliver an effective Release (as defined below) to the Company within the timeframe specified in the Release (the "Release Requirement"), then the Company shall pay you, within 60 days after such termination date, or, to the extent required by Section 409A of the Internal Revenue Code of 1986 (the "Code"), on the first day of the seventh month following the Release Delivery Date, as a severance payment for services previously rendered to the Company, a lump sum equal to 18 months of your Base Annual Salary (as defined below) (without regard to any decrease in the rate of your Base Annual Salary following the event(s) giving rise to Good Reason). In addition, upon such termination, a prorated portion of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid (in cash and/or shares of Common Stock (as defined below), as applicable) in accordance with their terms.
(b) Change in Control Termination: Subject to the limitations set forth in Section 4, if a Change in Control occurs during the Term, and, within 24 months after the effective date of such Change in Control, the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you satisfy the Release Requirement, then the Company shall pay you, within 60 days after such termination date or, to the extent required by Section 409A of the Code, on the first day of the seventh month following the Release Delivery Date, a lump sum equal to 24 months of your Annual Compensation (without regard to any decrease in the rate of your Annual Compensation made after the Change in Control), In addition, upon such termination, your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum (to the extent permitted by Section 409A of the Code, at the same time as the Annual Compensation lump sum pursuant to the preceding sentence) equal to the cash value of the subject vested shares of Common Stock as of the effective date of such Change in Control.
Page 1 of 5
(c) Section 409A of the Code: Notwithstanding anything to the contrary in this letter or any Company policy providing for severance payments and benefits, to the extent required by Section 409A of the Code, no payments shall be made to you under this letter or such Company policy during the first six months following your termination of employment with the Company; you shall instead receive a lump sum payment on the first day of the seventh month following the date your employment terminates in an amount equal to the total amount of payments that you otherwise would have received during the first six months following your termination of employment. Any remaining payments shall be made to you in accordance with the terms of the applicable Company policy. Each payment described in this letter is treated as a separate payment for purposes of Section 409A of the Code. In the event the amounts due under your vested Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are not permitted to be paid at the time specified in Section 1(b) above under Section 409A of the Code, such amounts shall instead be paid in accordance with their terms and Section 409A of the Code.
(d) The severance benefits specified in this Section 1 shall be in lieu of any severance pay or other severance benefit that the Company may provide to terminated employees pursuant to policies of the Company that may at that time be in effect. The provisions of this Section 1 concerning the treatment of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are intended and shall function as an amendment to such awards to the extent necessary to effectuate the purposes of this Section 1, but shall, in no way, provide for any duplication or double-counting of payments or other benefits under such awards.
(e) The severance benefits specified in this Section 1 shall not in any way affect your entitlement to the receipt of (i) accrued dividends due under the terms of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards at the time of your termination, or (ii) any cash bonus or other cash incentive that you are otherwise eligible to earn in the ordinary course during the partial year prior to the date of your termination pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives (provided that the Company goals that trigger the obligation of the Company to pay the cash bonus or other cash incentives are satisfied). In such event, provided that you satisfy the Release Requirement, such partial year cash bonus or other cash incentive shall be paid to you when cash bonuses are paid to the Company’s other senior executives with respect to such year, but in no event later than 75 days after the end of such year.
2. Definitions: As used herein:
(a) "Annual Compensation" shall mean, at any time, an amount equal to your Base Annual Salary, plus 100% of the target cash bonus or other cash incentive that you are eligible to earn in the current year pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives, or if no such plan or program has been adopted with respect to such year, 100% of the target cash bonus or other cash incentive that you were eligible to earn in the most recent year in which such a plan or program was in effect;
Page 2 of 5
(b) "Base Annual Salary" shall mean, at any time, an amount equal to your annual rate of salary at such time;
(c) "Cause" shall mean: (i) a breach of your fiduciary duty to the Company including, but not limited to, your failure to obey any lawful directive of the Board of Directors of the Company, (ii) your personal dishonesty or willful misconduct or (iii) your willful violation of any material law, rule, regulation, or final cease-and-desist order related to your employment;
(d) "Change in Control" shall be deemed to have the same meaning as defined in the Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan;
(e) "Common Stock" shall mean the Company’s common stock, par value $1.00 per share.
(f) "Good Reason" shall mean the Company, without your written consent: (i) reduces in any manner your duties, responsibilities, authority, Annual Compensation or material employee benefits, (ii) relocates your principal place of employment by more than 50 miles from its then-current location (including, without limitation, requiring your attendance at an office more than 50 miles from your then-current approved place of work), or (iii) materially breaches any agreement with you, and, in each case, the Company does not cure the event constituting Good Reason within thirty (30) days following the date of the Company’s receipt of a written notice from you describing such breach, which written notice must be received by the Company within ninety (90) days following the occurrence of such breach.
(g) "Release" shall mean a release in made by you in favor of the Company and its affiliates, in form substantially similar to Exhibit A; and
(h) "Term" shall mean the period commencing on the date hereof and ending on the first anniversary of the date hereof, subject to automatic extension on each anniversary of the date hereof, unless (i) you give notice of your intent to terminate your employment, or otherwise terminate your employment, before such date or (ii) the Company gives written notice to you of the termination of such automatic extensions at least 360 days prior to such date.
3. Benefits: Upon the occurrence of a termination of your employment under circumstances entitling you to receive the severance payment provided in Section 1 above, the Company shall also cause to be continued, for a period of time equal to the number of months of severance pay, such life, medical and dental insurance coverage as is otherwise maintained by the Company for full-time employees (based on your Base Annual Salary in effect immediately prior to the date your employment terminates), subject to the limitations set forth in such plans, programs or policies, provided that you shall continue to pay all amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay (the employee contribution).
4. Parachute Payment: In the event that any amount otherwise payable hereunder would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Code, and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder shall
Page 3 of 5
be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Company shall determine in its sole discretion.
5. Termination for Cause and Voluntary Termination: You shall have no right to receive any severance pay or severance benefit for any period after the date of the termination by the Company of your employment for Cause or, except as otherwise provided in Section 1, following the voluntary termination by you of your employment. Notwithstanding the foregoing, in such event, nothing in this Section 5 shall affect any amounts or other consideration you are entitled to receive under your outstanding Restricted Stock Unit ("RSU") awards at the time of such termination, if any, and such RSU awards are subject to, and governed by, their own terms.
6. Nothing in this letter (a) confers upon you the right to continue in the employment of the Company or the right to hold any particular office or position with the Company, (b) requires the Company to pay you, or entitles you to receive, any specified annual salary or interferes with or restricts in any way the right of the Company to decrease your annual salary at any time or (c) interferes with or restricts in any way the right of the Company to terminate your employment at any time, with or without Cause.
7. Any payments due you hereunder shall be reduced by all applicable withholding and other taxes.
8. The provisions set forth in this letter shall continue in effect throughout its Term. The provisions of this letter shall survive the termination of the Term and/or the termination of your employment with the Company to the extent necessary to effectuate the terms contained herein.
9. This letter is intended to be binding upon the Company, its successors in interest and assigns. On and after the date of this letter, the terms regarding severance benefits described herein shall supersede and replace all severance and other benefits provided under, and any other provisions set forth or described in the Existing Severance Agreement and any other letters to, or agreements with, you relating to provisions of benefits upon a termination of your employment, and are contingent upon your acceptance by signing below, provided that this letter shall be subject in all respects to the Company’s Executive Compensation Clawback Policy (as amended, the "Policy"). You agree to comply with the terms of the Policy with respect to any applicable payments made to you under this letter.
10. This letter shall be governed by, construed and enforced in accordance with the laws of the Connecticut, without giving effect to the principles of conflicts of law thereof.
11. You and the Company intend that this letter is either exempt from or complies with the provisions of Section 409A of the Code and the regulations and other guidance of general applicability that are issued thereunder. You and the Company agree to negotiate in good faith regarding amendments to this letter that may be necessary or desirable to maintain an exemption from or comply with Section 409A.
This letter may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will collectively constitute a single original.
Page 4 of 5
| Very truly yours, | |
| STURM, RUGER & COMPANY, INC. | |
| Christopher J. Killoy | |
| Chief Executive Officer |
| Agreed and Accepted: | ||
| By: | S/SARAH F. COLBERT | |
| Date: | November 25, 2024 | |
Page 5 of 5
Exhibit 10.12
November 11, 2024
Re: Severance Agreement
As you are aware, it is the practice of Sturm, Ruger & Company, Inc., its successors, assigns and related entities (collectively, the "Company") to provide severance benefits, subject to certain conditions, to certain officers whose employment is terminated by the Company without Cause (as defined below) or by the applicable officer for Good Reason (as defined below). The Company wishes to amend and restate that certain existing letter agreement with respect to your severance benefits, dated April 2, 2008 (the "Existing Severance Agreement"), in its entirety, and replace your Existing Severance Agreement with this letter agreement (this "letter").
The purpose of this letter is to set forth the terms of the severance benefits that you would be entitled to receive under the circumstances outlined below.
1. (a) Termination Without Cause or for Good Reason: Subject to the limitations set forth in Section 4, if, during the Term (as defined below), and prior to the occurrence of a Change in Control (as defined below), the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you execute and deliver an effective Release (as defined below) to the Company within the timeframe specified in the Release (the "Release Requirement"), then the Company shall pay you, within 60 days after such termination date, or, to the extent required by Section 409A of the Internal Revenue Code of 1986 (the "Code"), on the first day of the seventh month following the Release Delivery Date, as a severance payment for services previously rendered to the Company, a lump sum equal to 18 months of your Base Annual Salary (as defined below) (without regard to any decrease in the rate of your Base Annual Salary following the event(s) giving rise to Good Reason). In addition, upon such termination, a prorated portion of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid (in cash and/or shares of Common Stock (as defined below), as applicable) in accordance with their terms.
(b) Change in Control Termination: Subject to the limitations set forth in Section 4, if a Change in Control occurs during the Term, and, within 24 months after the effective date of such Change in Control, the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you satisfy the Release Requirement, then the Company shall pay you, within 60 days after such termination date or, to the extent required by Section 409A of the Code, on the first day of the seventh month following the Release Delivery Date, a lump sum equal to 24 months of your Annual Compensation (without regard to any decrease in the rate of your Annual Compensation made after the Change in Control), In addition, upon such termination, your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum (to the extent permitted by Section 409A of the Code, at the same time as the Annual Compensation lump sum pursuant to the preceding sentence) equal to the cash value of the subject vested shares of Common Stock as of the effective date of such Change in Control.
Page 1 of 5
(c) Section 409A of the Code: Notwithstanding anything to the contrary in this letter or any Company policy providing for severance payments and benefits, to the extent required by Section 409A of the Code, no payments shall be made to you under this letter or such Company policy during the first six months following your termination of employment with the Company; you shall instead receive a lump sum payment on the first day of the seventh month following the date your employment terminates in an amount equal to the total amount of payments that you otherwise would have received during the first six months following your termination of employment. Any remaining payments shall be made to you in accordance with the terms of the applicable Company policy. Each payment described in this letter is treated as a separate payment for purposes of Section 409A of the Code. In the event the amounts due under your vested Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are not permitted to be paid at the time specified in Section 1(b) above under Section 409A of the Code, such amounts shall instead be paid in accordance with their terms and Section 409A of the Code.
(d) The severance benefits specified in this Section 1 shall be in lieu of any severance pay or other severance benefit that the Company may provide to terminated employees pursuant to policies of the Company that may at that time be in effect. The provisions of this Section 1 concerning the treatment of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are intended and shall function as an amendment to such awards to the extent necessary to effectuate the purposes of this Section 1, but shall, in no way, provide for any duplication or double-counting of payments or other benefits under such awards.
(e) The severance benefits specified in this Section 1 shall not in any way affect your entitlement to the receipt of (i) accrued dividends due under the terms of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards at the time of your termination, or (ii) any cash bonus or other cash incentive that you are otherwise eligible to earn in the ordinary course during the partial year prior to the date of your termination pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives (provided that the Company goals that trigger the obligation of the Company to pay the cash bonus or other cash incentives are satisfied). In such event, provided that you satisfy the Release Requirement, such partial year cash bonus or other cash incentive shall be paid to you when cash bonuses are paid to the Company’s other senior executives with respect to such year, but in no event later than 75 days after the end of such year.
2. Definitions: As used herein:
(a) "Annual Compensation" shall mean, at any time, an amount equal to your Base Annual Salary, plus 100% of the target cash bonus or other cash incentive that you are eligible to earn in the current year pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives, or if no such plan or program has been adopted with respect to such year, 100% of the target cash bonus or other cash incentive that you were eligible to earn in the most recent year in which such a plan or program was in effect;
Page 2 of 5
(b) "Base Annual Salary" shall mean, at any time, an amount equal to your annual rate of salary at such time;
(c) "Cause" shall mean: (i) a breach of your fiduciary duty to the Company including, but not limited to, your failure to obey any lawful directive of the Board of Directors of the Company, (ii) your personal dishonesty or willful misconduct or (iii) your willful violation of any material law, rule, regulation, or final cease-and-desist order related to your employment;
(d) "Change in Control" shall be deemed to have the same meaning as defined in the Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan;
(e) "Common Stock" shall mean the Company’s common stock, par value $1.00 per share.
(f) "Good Reason" shall mean the Company, without your written consent: (i) reduces in any manner your duties, responsibilities, authority, Annual Compensation or material employee benefits, (ii) relocates your principal place of employment by more than 50 miles from its then-current location (including, without limitation, requiring your attendance at an office more than 50 miles from your then-current approved place of work), or (iii) materially breaches any agreement with you, and, in each case, the Company does not cure the event constituting Good Reason within thirty (30) days following the date of the Company’s receipt of a written notice from you describing such breach, which written notice must be received by the Company within ninety (90) days following the occurrence of such breach.
(g) "Release" shall mean a release in made by you in favor of the Company and its affiliates, in form substantially similar to Exhibit A; and
(h) "Term" shall mean the period commencing on the date hereof and ending on the first anniversary of the date hereof, subject to automatic extension on each anniversary of the date hereof, unless (i) you give notice of your intent to terminate your employment, or otherwise terminate your employment, before such date or (ii) the Company gives written notice to you of the termination of such automatic extensions at least 360 days prior to such date.
3. Benefits: Upon the occurrence of a termination of your employment under circumstances entitling you to receive the severance payment provided in Section 1 above, the Company shall also cause to be continued, for a period of time equal to the number of months of severance pay, such life, medical and dental insurance coverage as is otherwise maintained by the Company for full-time employees (based on your Base Annual Salary in effect immediately prior to the date your employment terminates), subject to the limitations set forth in such plans, programs or policies, provided that you shall continue to pay all amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay (the employee contribution).
4. Parachute Payment: In the event that any amount otherwise payable hereunder would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Code, and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder shall
Page 3 of 5
be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Company shall determine in its sole discretion.
5. Termination for Cause and Voluntary Termination: You shall have no right to receive any severance pay or severance benefit for any period after the date of the termination by the Company of your employment for Cause or, except as otherwise provided in Section 1, following the voluntary termination by you of your employment. Notwithstanding the foregoing, in such event, nothing in this Section 5 shall affect any amounts or other consideration you are entitled to receive under your outstanding Restricted Stock Unit ("RSU") awards at the time of such termination, if any, and such RSU awards are subject to, and governed by, their own terms.
6. Nothing in this letter (a) confers upon you the right to continue in the employment of the Company or the right to hold any particular office or position with the Company, (b) requires the Company to pay you, or entitles you to receive, any specified annual salary or interferes with or restricts in any way the right of the Company to decrease your annual salary at any time or (c) interferes with or restricts in any way the right of the Company to terminate your employment at any time, with or without Cause.
7. Any payments due you hereunder shall be reduced by all applicable withholding and other taxes.
8. The provisions set forth in this letter shall continue in effect throughout its Term. The provisions of this letter shall survive the termination of the Term and/or the termination of your employment with the Company to the extent necessary to effectuate the terms contained herein.
9. This letter is intended to be binding upon the Company, its successors in interest and assigns. On and after the date of this letter, the terms regarding severance benefits described herein shall supersede and replace all severance and other benefits provided under, and any other provisions set forth or described in the Existing Severance Agreement and any other letters to, or agreements with, you relating to provisions of benefits upon a termination of your employment, and are contingent upon your acceptance by signing below, provided that this letter shall be subject in all respects to the Company’s Executive Compensation Clawback Policy (as amended, the "Policy"). You agree to comply with the terms of the Policy with respect to any applicable payments made to you under this letter.
10. This letter shall be governed by, construed and enforced in accordance with the laws of the Connecticut, without giving effect to the principles of conflicts of law thereof.
11. You and the Company intend that this letter is either exempt from or complies with the provisions of Section 409A of the Code and the regulations and other guidance of general applicability that are issued thereunder. You and the Company agree to negotiate in good faith regarding amendments to this letter that may be necessary or desirable to maintain an exemption from or comply with Section 409A.
This letter may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will collectively constitute a single original.
Page 4 of 5
| Very truly yours, | |
| STURM, RUGER & COMPANY, INC. | |
| Christopher J. Killoy | |
| Chief Executive Officer |
| Agreed and Accepted: | ||
| By: | S/MICHAEL W. WILSON | |
| Date: | November 25, 2024 | |
Page 5 of 5
Exhibit 10.13
November 11, 2024
Re: Severance Agreement
As you are aware, it is the practice of Sturm, Ruger & Company, Inc., its successors, assigns and related entities (collectively, the "Company") to provide severance benefits, subject to certain conditions, to certain officers whose employment is terminated by the Company without Cause (as defined below) or by the applicable officer for Good Reason (as defined below). The Company wishes to amend and restate that certain existing letter agreement with respect to your severance benefits, dated April 3, 2018 (the "Existing Severance Agreement"), in its entirety, and replace your Existing Severance Agreement with this letter agreement (this "letter").
The purpose of this letter is to set forth the terms of the severance benefits that you would be entitled to receive under the circumstances outlined below.
1. (a) Termination Without Cause or for Good Reason: Subject to the limitations set forth in Section 4, if, during the Term (as defined below), and prior to the occurrence of a Change in Control (as defined below), the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you execute and deliver an effective Release (as defined below) to the Company within the timeframe specified in the Release (the "Release Requirement"), then the Company shall pay you, within 60 days after such termination date, or, to the extent required by Section 409A of the Internal Revenue Code of 1986 (the "Code"), on the first day of the seventh month following the Release Delivery Date, as a severance payment for services previously rendered to the Company, a lump sum equal to 18 months of your Base Annual Salary (as defined below) (without regard to any decrease in the rate of your Base Annual Salary following the event(s) giving rise to Good Reason). In addition, upon such termination, a prorated portion of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid (in cash and/or shares of Common Stock (as defined below), as applicable) in accordance with their terms.
(b) Change in Control Termination: Subject to the limitations set forth in Section 4, if a Change in Control occurs during the Term, and, within 24 months after the effective date of such Change in Control, the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you satisfy the Release Requirement, then the Company shall pay you, within 60 days after such termination date or, to the extent required by Section 409A of the Code, on the first day of the seventh month following the Release Delivery Date, a lump sum equal to 24 months of your Annual Compensation (without regard to any decrease in the rate of your Annual Compensation made after the Change in Control), In addition, upon such termination, your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum (to the extent permitted by Section 409A of the Code, at the same time as the Annual Compensation lump sum pursuant to the preceding sentence) equal to the cash value of the subject vested shares of Common Stock as of the effective date of such Change in Control.
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(c) Section 409A of the Code: Notwithstanding anything to the contrary in this letter or any Company policy providing for severance payments and benefits, to the extent required by Section 409A of the Code, no payments shall be made to you under this letter or such Company policy during the first six months following your termination of employment with the Company; you shall instead receive a lump sum payment on the first day of the seventh month following the date your employment terminates in an amount equal to the total amount of payments that you otherwise would have received during the first six months following your termination of employment. Any remaining payments shall be made to you in accordance with the terms of the applicable Company policy. Each payment described in this letter is treated as a separate payment for purposes of Section 409A of the Code. In the event the amounts due under your vested Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are not permitted to be paid at the time specified in Section 1(b) above under Section 409A of the Code, such amounts shall instead be paid in accordance with their terms and Section 409A of the Code.
(d) The severance benefits specified in this Section 1 shall be in lieu of any severance pay or other severance benefit that the Company may provide to terminated employees pursuant to policies of the Company that may at that time be in effect. The provisions of this Section 1 concerning the treatment of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are intended and shall function as an amendment to such awards to the extent necessary to effectuate the purposes of this Section 1, but shall, in no way, provide for any duplication or double-counting of payments or other benefits under such awards.
(e) The severance benefits specified in this Section 1 shall not in any way affect your entitlement to the receipt of (i) accrued dividends due under the terms of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards at the time of your termination, or (ii) any cash bonus or other cash incentive that you are otherwise eligible to earn in the ordinary course during the partial year prior to the date of your termination pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives (provided that the Company goals that trigger the obligation of the Company to pay the cash bonus or other cash incentives are satisfied). In such event, provided that you satisfy the Release Requirement, such partial year cash bonus or other cash incentive shall be paid to you when cash bonuses are paid to the Company’s other senior executives with respect to such year, but in no event later than 75 days after the end of such year.
2. Definitions: As used herein:
(a) "Annual Compensation" shall mean, at any time, an amount equal to your Base Annual Salary, plus 100% of the target cash bonus or other cash incentive that you are eligible to earn in the current year pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives, or if no such plan or program has been adopted with respect to such year, 100% of the target cash bonus or other cash incentive that you were eligible to earn in the most recent year in which such a plan or program was in effect;
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(b) "Base Annual Salary" shall mean, at any time, an amount equal to your annual rate of salary at such time;
(c) "Cause" shall mean: (i) a breach of your fiduciary duty to the Company including, but not limited to, your failure to obey any lawful directive of the Board of Directors of the Company, (ii) your personal dishonesty or willful misconduct or (iii) your willful violation of any material law, rule, regulation, or final cease-and-desist order related to your employment;
(d) "Change in Control" shall be deemed to have the same meaning as defined in the Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan;
(e) "Common Stock" shall mean the Company’s common stock, par value $1.00 per share.
(f) "Good Reason" shall mean the Company, without your written consent: (i) reduces in any manner your duties, responsibilities, authority, Annual Compensation or material employee benefits, (ii) relocates your principal place of employment by more than 50 miles from its then-current location (including, without limitation, requiring your attendance at an office more than 50 miles from your then-current approved place of work), or (iii) materially breaches any agreement with you, and, in each case, the Company does not cure the event constituting Good Reason within thirty (30) days following the date of the Company’s receipt of a written notice from you describing such breach, which written notice must be received by the Company within ninety (90) days following the occurrence of such breach.
(g) "Release" shall mean a release in made by you in favor of the Company and its affiliates, in form substantially similar to Exhibit A; and
(h) "Term" shall mean the period commencing on the date hereof and ending on the first anniversary of the date hereof, subject to automatic extension on each anniversary of the date hereof, unless (i) you give notice of your intent to terminate your employment, or otherwise terminate your employment, before such date or (ii) the Company gives written notice to you of the termination of such automatic extensions at least 360 days prior to such date.
3. Benefits: Upon the occurrence of a termination of your employment under circumstances entitling you to receive the severance payment provided in Section 1 above, the Company shall also cause to be continued, for a period of time equal to the number of months of severance pay, such life, medical and dental insurance coverage as is otherwise maintained by the Company for full-time employees (based on your Base Annual Salary in effect immediately prior to the date your employment terminates), subject to the limitations set forth in such plans, programs or policies, provided that you shall continue to pay all amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay (the employee contribution).
4. Parachute Payment: In the event that any amount otherwise payable hereunder would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Code, and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder shall
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be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Company shall determine in its sole discretion.
5. Termination for Cause and Voluntary Termination: You shall have no right to receive any severance pay or severance benefit for any period after the date of the termination by the Company of your employment for Cause or, except as otherwise provided in Section 1, following the voluntary termination by you of your employment. Notwithstanding the foregoing, in such event, nothing in this Section 5 shall affect any amounts or other consideration you are entitled to receive under your outstanding Restricted Stock Unit ("RSU") awards at the time of such termination, if any, and such RSU awards are subject to, and governed by, their own terms.
6. Nothing in this letter (a) confers upon you the right to continue in the employment of the Company or the right to hold any particular office or position with the Company, (b) requires the Company to pay you, or entitles you to receive, any specified annual salary or interferes with or restricts in any way the right of the Company to decrease your annual salary at any time or (c) interferes with or restricts in any way the right of the Company to terminate your employment at any time, with or without Cause.
7. Any payments due you hereunder shall be reduced by all applicable withholding and other taxes.
8. The provisions set forth in this letter shall continue in effect throughout its Term. The provisions of this letter shall survive the termination of the Term and/or the termination of your employment with the Company to the extent necessary to effectuate the terms contained herein.
9. This letter is intended to be binding upon the Company, its successors in interest and assigns. On and after the date of this letter, the terms regarding severance benefits described herein shall supersede and replace all severance and other benefits provided under, and any other provisions set forth or described in the Existing Severance Agreement and any other letters to, or agreements with, you relating to provisions of benefits upon a termination of your employment, and are contingent upon your acceptance by signing below, provided that this letter shall be subject in all respects to the Company’s Executive Compensation Clawback Policy (as amended, the "Policy"). You agree to comply with the terms of the Policy with respect to any applicable payments made to you under this letter.
10. This letter shall be governed by, construed and enforced in accordance with the laws of the Connecticut, without giving effect to the principles of conflicts of law thereof.
11. You and the Company intend that this letter is either exempt from or complies with the provisions of Section 409A of the Code and the regulations and other guidance of general applicability that are issued thereunder. You and the Company agree to negotiate in good faith regarding amendments to this letter that may be necessary or desirable to maintain an exemption from or comply with Section 409A.
This letter may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will collectively constitute a single original.
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| Very truly yours, | |
| STURM, RUGER & COMPANY, INC. | |
| Christopher J. Killoy | |
| Chief Executive Officer |
| Agreed and Accepted: | ||
| By: | S/ROBERT J. WERKMEISTER, JR. | |
| Date: | November 25, 2024 | |
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Exhibit 10.14
April 14, 2025
Re: Severance Agreement
As you are aware, it is the practice of Sturm, Ruger & Company, Inc., its successors, assigns and related entities (collectively, the "Company") to provide severance benefits, subject to certain conditions, to certain officers whose employment is terminated by the Company without Cause (as defined below) or by the applicable officer for Good Reason (as defined below).
The purpose of this letter agreement (this "letter") is to set forth the terms of the severance benefits that you would be entitled to receive under the circumstances outlined below.
1. (a) Termination Without Cause or for Good Reason: Subject to the limitations set forth in Section 4, if, during the Term (as defined below), and prior to the occurrence of a Change in Control (as defined below), the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you execute and deliver an effective Release (as defined below) to the Company within the timeframe specified in the Release (the "Release Requirement"), then the Company shall pay you, within 60 days after such termination date, or, to the extent required by Section 409A of the Internal Revenue Code of 1986 (the "Code"), on the first day of the seventh month following the Release Delivery Date, as a severance payment for services previously rendered to the Company, a lump sum equal to 18 months of your Base Annual Salary (as defined below) (without regard to any decrease in the rate of your Base Annual Salary following the event(s) giving rise to Good Reason). In addition, upon such termination, a prorated portion of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid (in cash and/or shares of Common Stock (as defined below), as applicable) in accordance with their terms.
(b) Change in Control Termination: Subject to the limitations set forth in Section 4, if a Change in Control occurs during the Term, and, within 24 months after the effective date of such Change in Control, the Company terminates your employment without Cause or you terminate your employment for Good Reason, provided that you satisfy the Release Requirement, then the Company shall pay you, within 60 days after such termination date or, to the extent required by Section 409A of the Code, on the first day of the seventh month following the Release Delivery Date, a lump sum equal to 24 months of your Annual Compensation (without regard to any decrease in the rate of your Annual Compensation made after the Change in Control), In addition, upon such termination, your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum (to the extent permitted by Section 409A of the Code, at the same time as the Annual Compensation lump sum pursuant to the preceding sentence) equal to the cash value of the subject vested shares of Common Stock as of the effective date of such Change in Control.
(c) Section 409A of the Code: Notwithstanding anything to the contrary in this letter or any Company policy providing for severance payments and benefits, to the
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extent required by Section 409A of the Code, no payments shall be made to you under this letter or such Company policy during the first six months following your termination of employment with the Company; you shall instead receive a lump sum payment on the first day of the seventh month following the date your employment terminates in an amount equal to the total amount of payments that you otherwise would have received during the first six months following your termination of employment. Any remaining payments shall be made to you in accordance with the terms of the applicable Company policy. Each payment described in this letter is treated as a separate payment for purposes of Section 409A of the Code. In the event the amounts due under your vested Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are not permitted to be paid at the time specified in Section 1(b) above under Section 409A of the Code, such amounts shall instead be paid in accordance with their terms and Section 409A of the Code.
(d) The severance benefits specified in this Section 1 shall be in lieu of any severance pay or other severance benefit that the Company may provide to terminated employees pursuant to policies of the Company that may at that time be in effect. The provisions of this Section 1 concerning the treatment of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards are intended and shall function as an amendment to such awards to the extent necessary to effectuate the purposes of this Section 1, but shall, in no way, provide for any duplication or double-counting of payments or other benefits under such awards.
(e) The severance benefits specified in this Section 1 shall not in any way affect your entitlement to the receipt of (i) accrued dividends due under the terms of your then-outstanding Retention Restricted Stock Unit Awards and Performance Restricted Stock Unit Awards at the time of your termination, or (ii) any cash bonus or other cash incentive that you are otherwise eligible to earn in the ordinary course during the partial year prior to the date of your termination pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives (provided that the Company goals that trigger the obligation of the Company to pay the cash bonus or other cash incentives are satisfied). In such event, provided that you satisfy the Release Requirement, such partial year cash bonus or other cash incentive shall be paid to you when cash bonuses are paid to the Company's other senior executives with respect to such year, but in no event later than 75 days after the end of such year.
2. Definitions: As used herein:
(a) "Annual Compensation" shall mean, at any time, an amount equal to your Base Annual Salary, plus 100% of the target cash bonus or other cash incentive that you are eligible to earn in the current year pursuant to each plan or program (whether or not such plan or program has been formalized or is in written form) of the Company in effect for such year that provides for cash bonuses or other cash incentives, or if no such plan or program has been adopted with respect to such year, 100% of the target cash bonus or other cash incentive that you were eligible to earn in the most recent year in which such a plan or program was in effect;
(b) "Base Annual Salary" shall mean, at any time, an amount equal to your annual rate of salary at such time;
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(c) "Cause" shall mean: (i) a breach of your fiduciary duty to the Company including, but not limited to, your failure to obey any lawful directive of the Board of Directors of the Company, (ii) your personal dishonesty or willful misconduct or (iii) your willful violation of any material law, rule, regulation, or final cease-and-desist order related to your employment;
(d) "Change in Control" shall be deemed to have the same meaning as defined in the Sturm, Ruger & Company, Inc. 2023 Stock Incentive Plan;
(e) "Common Stock" shall mean the Company's common stock, par value $1.00 per share.
(f) "Good Reason" shall mean the Company, without your written consent: (i) reduces in any manner your duties, responsibilities, authority, Annual Compensation or material employee benefits, (ii) relocates your principal place of employment by more than 50 miles from its then-current location (including, without limitation, requiring your attendance at an office more than 50 miles from your then-current approved place of work), or (iii) materially breaches any agreement with you, and, in each case, the Company does not cure the event constituting Good Reason within thirty (30) days following the date of the Company's receipt of a written notice from you describing such breach, which written notice must be received by the Company within ninety (90) days following the occurrence of such breach.
(g) "Release" shall mean a release in made by you in favor of the Company and its affiliates, in form substantially similar to Exhibit A; and
(h) "Term" shall mean the period commencing on the date hereof and ending on the first anniversary of the date hereof, subject to automatic extension on each anniversary of the date hereof, unless (i) you give notice of your intent to terminate your employment, or otherwise terminate your employment, before such date or (ii) the Company gives written notice to you of the termination of such automatic extensions at least 360 days prior to such date.
3. Benefits: Upon the occurrence of a termination of your employment under circumstances entitling you to receive the severance payment provided in Section 1 above, the Company shall also cause to be continued, for a period of time equal to the number of months of severance pay, such life, medical and dental insurance coverage as is otherwise maintained by the Company for full-time employees (based on your Base Annual Salary in effect immediately prior to the date your employment terminates), subject to the limitations set forth in such plans, programs or policies, provided that you shall continue to pay all amounts in respect of such coverage that an employee receiving the same level of coverage is or would be required to pay (the employee contribution).
4. Parachute Payment: In the event that any amount otherwise payable hereunder would be deemed to constitute a parachute payment (a "Parachute Payment") within the meaning of Section 280G of the Code, and if any such Parachute Payment, when added to any other payments which are deemed to constitute Parachute Payments, would otherwise result in the imposition of an excise tax under Section 4999 of the Code, the amounts payable hereunder shall be reduced by the smallest amount necessary to avoid the imposition of such excise tax. Any such limitation shall be applied to such compensation and benefit amounts, and in such order, as the Company shall determine in its sole discretion.
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5. Termination for Cause and Voluntary Termination: You shall have no right to receive any severance pay or severance benefit for any period after the date of the termination by the Company of your employment for Cause or, except as otherwise provided in Section 1, following the voluntary termination by you of your employment. Notwithstanding the foregoing, in such event, nothing in this Section 5 shall affect any amounts or other consideration you are entitled to receive under your outstanding Restricted Stock Unit ("RSU") awards at the time of such termination, if any, and such RSU awards are subject to, and governed by, their own terms.
6. Nothing in this letter (a) confers upon you the right to continue in the employment of the Company or the right to hold any particular office or position with the Company, (b) requires the Company to pay you, or entitles you to receive, any specified annual salary or interferes with or restricts in any way the right of the Company to decrease your annual salary at any time or (c) interferes with or restricts in any way the right of the Company to terminate your employment at any time, with or without Cause.
7. Any payments due you hereunder shall be reduced by all applicable withholding and other taxes.
8. The provisions set forth in this letter shall continue in effect throughout its Term. The provisions of this letter shall survive the termination of the Term and/or the termination of your employment with the Company to the extent necessary to effectuate the terms contained herein.
9. This letter is intended to be binding upon the Company, its successors in interest and assigns. On and after the date of this letter, the terms regarding severance benefits described herein shall supersede and replace all severance and other benefits provided under any other letters to, or agreements with, you relating to provisions of benefits upon a termination of your employment, and are contingent upon your acceptance by signing below, provided that this letter shall be subject in all respects to the Company's Executive Compensation Clawback Policy (as amended, the "Policy"). You agree to comply with the terms of the Policy with respect to any applicable payments made to you under this letter.
10. This letter shall be governed by, construed and enforced in accordance with the laws of the Connecticut, without giving effect to the principles of conflicts of law thereof.
11. You and the Company intend that this letter is either exempt from or complies with the provisions of Section 409A of the Code and the regulations and other guidance of general applicability that are issued thereunder. You and the Company agree to negotiate in good faith regarding amendments to this letter that may be necessary or desirable to maintain an exemption from or comply with Section 409A.
This letter may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which will collectively constitute a single original.
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| Very truly yours, | |
| STURM, RUGER & COMPANY, INC. | |
| Kevin B. Reid, Sr. | |
| Vice President, General Counsel and | |
| Corporate Secretary |
| Agreed and Accepted: | ||
| By: | S/BENJAMIN P. QUINN | |
| Date: | May 1, 2025 | |
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (No. 333-272443) on Form S-8 of Sturm, Ruger & Company, Inc. of our reports dated March 2, 2026 relating to the consolidated financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting of Sturm, Ruger & Company, Inc. appearing in this Annual Report on Form 10-K of Sturm, Ruger & Company for the year ended December 31, 2025.
/s/ RSM US LLP
Stamford, Connecticut
March 2, 2026
99
EXHIBIT 31.1
CERTIFICATION
I, Todd W. Seyfert, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K (the “Report”) of Sturm, Ruger & Company, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| d) | Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
100
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: March 2, 2026
S/TODD W. SEYFERT
Todd W. Seyfert
Chief Executive Officer
101
EXHIBIT 31.2
CERTIFICATION
I, Thomas A. Dineen, certify that:
| 1. | I have reviewed this Annual Report on Form 10-K (the “Report”) of Sturm, Ruger & Company, Inc. (the “Registrant”); |
| 2. | Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects, the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Report; |
| 4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and |
| d) | Disclosed in this Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting. |
102
| 5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Date: March 2, 2026
S/THOMAS A. DINEEN
Thomas A. Dineen
Senior Vice President, Treasurer and
Chief Financial Officer
103
EXHIBIT 32.1
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd W. Seyfert, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company. |
| Date: March 2, 2026 | S/TODD W. SEYFERT | |
| Todd W. Seyfert | ||
| Chief Executive Officer | ||
A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
104
EXHIBIT 32.2
Certification Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report on Form 10-K of Sturm, Ruger & Company, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas A. Dineen, Senior Vice President, Treasurer and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respect, the financial condition and results of operations of the Company. |
| Date: March 2, 2026 | S/THOMAS A. DINEEN | |
| Thomas A. Dineen | ||
| Senior Vice President, Treasurer and | ||
| Chief Financial Officer | ||
A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
105