RGR 8-K
Sturm Ruger & Co Inc (RGR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
On September 16, 2026, Sturm Ruger & Company, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to that certain Rights Agreement, dated as of October 14, 2025, between the Company and the Rights Agent (the “Rights Agreement”).
The Amendment accelerates the Final Expiration Date of the Company’s common share purchase rights (the “Rights”) under the Rights Agreement from the Close of Business (as such terms are defined in the Rights Agreement) on October 13, 2026 to the Close of Business on September 16, 2026, and the Rights Agreement will terminate at such time. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.02.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
On September 16, 2026, the Company issued a press release announcing the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Amendment No. 1, dated as of September 15, 2026, to Rights Agreement, dated as of October 14, 2025, between Sturm Ruger & Company, Inc. and Computershare Trust Company, N.A., as rights agent. | |
| 99.1 | Press Release issued on September 16, 2026. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| STURM, RUGER & COMPANY, INC. | |||
| By: | /S/ Sarah F. Colbert | ||
| Name: | Sarah F. Colbert | ||
| Title: | Senior Vice President, | ||
| Corporate Secretary and | |||
| General Counsel | |||
Dated: September 16, 2026
Exhibit 4.1
AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of September 16, 2026 (this “Amendment”), to Rights Agreement, dated as of October 14, 2025 (the “Rights Agreement”), by and between Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
WITNESSETH
WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the board of directors of the Company (the “Board”) may from time to time supplement or amend this Rights Agreement without the approval of any holders of Rights;
WHEREAS, the Distribution Date has not occurred as of the date hereof;
WHEREAS, the Board has determined it is in the best interests of the Company and its shareholders to amend the Agreement as set forth herein;
WHEREAS, the Board has authorized and approved this Amendment; and
WHEREAS, the parties hereto desire to amend the Rights Agreement to accelerate the Final Expiration Date of the Rights to September 16, 2026.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of “Final Expiration Date” set forth in Section 1(w) of the Rights Agreement is hereby amended and restated in its entirety as follows:
““Final Expiration Date” means the Close of Business on September 16, 2026.”
2. Exhibit B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.
3. Capitalized terms used without other definitions in this Amendment are used as defined in the Rights Agreement.
4. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
5. The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment but will remain in full force and effect.
6. This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
7. This Amendment shall be effective as of the date first written above and all references to the Rights Agreement shall, from and after such time, be deemed to be references to the Rights Agreement as amended hereby.
8. The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights Agreement, and such certification shall be deemed a certificate which complies with Section 18(b) of the Rights Agreement.
9. By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the date first written above.
Sturm, Ruger & Company, Inc.
By: /S/ Sarah F. Colbert
Name: Sarah F. Colbert
Title: Sr. VP, General Counsel, Corporate Secretary
Computershare Trust Company, N.A.
By: /S/ Jacqueline Wadsworth
Name: Jacqueline Wadsworth
Title: Senior Vice President
[Signature Page to Amendment No. 1 to Rights Agreement]
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Exhibit 99.1
FOR RELEASE: September 16, 2026
For further information, contact:
Rob Werkmeister, Senior Vice President of Marketing & Customer
Experience
[email protected]
Ruger Provides Update on Strategic Cooperation Agreement with Beretta Holding
Mayodan, NC -- Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) today announced that the applicable regulatory conditions under its previously announced Strategic Cooperation Agreement (“Agreement”) with Beretta Holding S.A. (“Beretta Holding”) have been satisfied.
Therefore, consistent with the terms of the Agreement, the Company’s Board of Directors (the “Board”) has unanimously approved an amendment (the “Amendment”) to the Company’s shareholder rights plan (the “Rights Plan”) pursuant to which the final expiration date has been accelerated from October 13, 2026 to September 16, 2026. The effect of the Amendment is to terminate the Rights Plan at the close of business today. Shareholders are not required to take any action in connection with the expiration of the Rights Plan.
In deciding to accelerate the final expiration date the Board evaluated the Company’s current circumstances and determined that an active Rights Plan is not necessary at this time to serve the best interests of the shareholders.
“These actions represent the natural, next steps outlined in the Agreement we announced in May,” said Todd Seyfert, President and Chief Executive Officer of Ruger. “We remain focused on executing our strategy and operating the business in the best interests of Ruger and all of our shareholders.”
The terms of the Agreement remain unchanged.
About Ruger Firearms
Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Sturm, Ruger & Co., Inc. has been a model of corporate and community responsibility. Our motto, "Arms Makers for Responsible Citizens®," echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.
Forward-Looking Statements
The Company may, from time to time, make forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.
