RGR
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)

July 29, 2026

 

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of Incorporation)

001-10435

(Commission File Number)

06-0633559

(IRS Employer Identification Number)

 

700 S Ayersville Road, Mayodan, North Carolina 27027
(Address of Principal Executive Offices) (Zip Code)

 

(203) 259-7843

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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

 

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

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 2.02Results of Operations and Financial Condition

 

On July 29, 2026, the Company issued a press release to stockholders and other interested parties regarding financial results for the second quarter ended June 27, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

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

 

Item 9.01Financial Statements and Exhibits

 

Exhibit No. Description
   
99.1 Press release of Sturm, Ruger & Company, Inc., dated July 29, 2026, reporting the financial results for the second quarter ended June 27, 2026.

 

 

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/ Andrew T. Wieland
    Name: Andrew T. Wieland
    Title: Principal Financial Officer,
      Principal Accounting Officer,
      Senior Vice President, and
      Chief Financial Officer

 

 

Dated: July 29, 2026

 

 

 

 

 

 

 

Sturm, Ruger & Company, Inc. Reports
Second Quarter 2026 Results

 

Delivered Second Quarter Net Sales of $158.1 Million

 

Earnings per Share was $0.43, Adjusted Earnings per Share was $0.52

 

Generated $17.3 Million of Cash from Operations

 

Declares Quarterly Dividend of $0.21 Per Share

 

MAYODAN, NC – July 29, 2026 – Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) announced today its financial results for the second quarter 2026.

 

Second Quarter 2026 Financial Highlights

 

·The Company achieved net sales of $158.1 million, a 19% increase over the $132.5 million achieved in the corresponding period in 2025.
·Diluted earnings were $0.43 per share compared to $1.05 diluted loss per share in the corresponding period in 2025.
·On an adjusted basis, diluted earnings for the second quarter of 2026 were $0.52 per share compared to $0.41 per share in the corresponding period in 2025.
·Average selling price increased 10% to $384 during the quarter, while improved product mix and operational execution contributed to a 4% increase in adjusted gross margin compared to Q2 2025.
·Net Income Margin for the Quarter was 4.4%. Adjusted EBITDA Margin for the Quarter was 10.5%

 

During the second quarter, the Company incurred incremental expenses associated with negotiating and finalizing the Strategic Cooperation Agreement (“Agreement”) with Beretta Holding S.A. (“Beretta Holding”), which was announced on May 4, 2026. The Company incurred legal, professional and advisory fees and other expenses totaling approximately $1.2 million related to the Agreement negotiations during the quarter. Additionally, there were one-time expenses related to the transition of the Chief Financial Officer that were incurred in the quarter. These items do not, in the opinion of management, reflect the underlying performance of the core business.

The Company announced today that its Board of Directors declared a dividend of $0.21 per share for the second quarter for shareholders of record as of August 14, 2026, payable on August 28, 2026. This dividend equates to approximately 40% of adjusted net income of $0.52 per share for the second quarter of 2026.

 

 

The second quarter reflected continued execution of the Company's 2026 Plan, highlighted by improved operating performance, strong core product demand and the introduction of the Ruger Business System, establishing the Company's long-term operating framework.

“Our second quarter results demonstrate our ability to deliver against our strategy,” said Todd Seyfert, President and Chief Executive Officer. “We delivered sequential and year-over-year sales growth, improved bottom-line results and improved manufacturing execution following first quarter production constraints.”

Second Quarter 2026 Operational Highlights

 

·The estimated sell-through of the Company’s products from the independent distributors to retailers in Q2 2026 increased by 19% from Q2 2025, exceeding a 5% increase in adjusted NICS during the same period.
·Compared to the second quarter of 2025, the Company’s finished goods inventories decreased 100,100 units while distributors’ inventories decreased 45,800 units, reflecting strong retail pull through of our new products.

“Adjusted NICS remained above prior-year levels during the quarter, and Ruger continued to outperform the broader market,” Seyfert added. “Improved manufacturing execution also allowed us to begin rebuilding finished goods inventory, enhancing product availability for our customers while maintaining disciplined inventory management.”

An important milestone during the quarter was the formal establishment of the Ruger Business System – the operating framework for how the company will plan, execute and continuously improve performance across the enterprise.

“The establishment of the Ruger Business System is much more than a new operating process,” Seyfert continued. “It creates a common way of working company-wide, aligning our people around shared objectives, reinforcing accountability and providing the tools and capabilities for successful execution of our Ruger 2030 strategy, and beyond.”

Year-to-Date 2026 Highlights

Through the first six months of 2026, the Company continued executing its 2026 Plan while strengthening its operational foundation through improved manufacturing performance and disciplined capital allocation. Other highlights include:

·The Company achieved net sales of $299.4 million for the period, a 12% increase over the $268.2 million achieved in the corresponding period in 2025.
·Diluted earnings were $0.44 per share for the period compared to $0.57 diluted loss per share in the corresponding period in 2025.
·On an adjusted basis, excluding severance costs related to a first quarter reduction-in-force and legal, professional and advisory fees and other expenses related to the stockholder matters, diluted earnings for the first six months of 2026 were $0.79 per share compared to adjusted earnings of $0.87 per share for the first half of 2025. The 2025 adjusted earnings exclude the inventory and related other asset write-off, product rationalization, and organizational realignment incurred in the second quarter of 2025.

 

 

·Sales of new products, including the RXM pistol, Marlin 1894 lever-action rifles, American Centerfire Rifle Generation II, Glenfield rifles, Harrier rifles and the Ruger Red Label III Shotgun, represented $80.9 million, or 29%, of firearm sales for the period. New product sales include only major new products that were introduced in the past two years.
·Cash generated from operations during the first half of 2026 totaled $36.1 million, compared to $25.9 million in 2025.
·As of June 27, 2026, Ruger’s cash and short-term investments totaled $117.5 million. The Company’s current ratio is 3.3 to 1 and there is no debt.
·For the period, capital expenditures totaled $8.1 million. The Company expects capital expenditures to total approximately $30 million for the year for continued investments in new product introductions, expanded capacity for product lines in greatest demand, upgraded manufacturing capabilities and strengthened facility infrastructure.
·In the first six months, the Company returned $3.0 million to its shareholders through the payment of quarterly dividends. The Company did not repurchase any shares of its common stock during the period.

“As we reach the midpoint of 2026, we are encouraged by the progress we've made across the business. While there is still important work ahead, we believe the operational foundation we continue building positions Ruger to execute with greater consistency, respond more effectively to changing market conditions and create durable long-term value for our shareholders,” Seyfert concluded.

Today, the Company filed its Quarterly Report on Form 10-Q for the second quarter of 2026. The financial statements included in this Quarterly Report on Form 10-Q are attached to this press release.

The Quarterly Report on Form 10-Q for the second quarter of 2026 is available on the SEC website at SEC.gov and the Ruger website at Ruger.com/corporate. Investors are urged to read the complete Quarterly Report on Form 10-Q to ensure that they have adequate information to make informed investment judgments.

Earnings Call Information

The Company will host a webcast at 4:30pm ET today to discuss the second quarter 2026 financial results. Participants may access the live webcast via this link or by visiting Ruger.com/corporate. Those who wish to ask questions during the webcast will need to pre-register prior to the meeting.

About Sturm, Ruger & Co., Inc.

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

 

 

Cautionary Note Regarding Forward Looking Statements

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance. Such statements also include, among others, statements with respect to the future performance of the Company. The forward-looking statements in this communication are based upon the current beliefs, assumptions and expectations of Ruger and are subject to significant risks and uncertainties, including without limitation, 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 Ruger, the impact of future firearms control, environmental legislation and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained herein because of a variety of other factors, including without limitation those detailed in the Ruger’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings made by Ruger with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. Ruger expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in beliefs, assumptions or expectations or any change in events, conditions or circumstances on which any such statements are based.

This press release includes certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA margin, and adjusted earnings per share. These measures are not prepared in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the tables accompanying this release.

 

 

 

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

 

   June 27, 2026   December 31, 2025 
         
Assets          
           
Current Assets          
Cash and cash equivalents  $30,651   $18,451 
Short-term investments   86,810    74,082 
Trade receivables, net   77,112    64,510 
           
Gross inventories   106,606    113,166 
Less LIFO reserve   (68,402)   (67,058)
Less excess and obsolescence reserve   (3,929)   (3,227)
Net inventories   34,275    42,881 
           
Assets held for sale   372     
Prepaid expenses and other current assets   9,751    11,680 
Total Current Assets   238,971    211,604 
           
Property, plant and equipment   509,797    506,799 
Less allowances for depreciation   (433,601)   (426,702)
Net property, plant and equipment   76,196    80,097 
           
Deferred income taxes   17,107    19,720 
Other assets   32,013    30,576 
Total Assets  $364,287   $341,997 

 

 

 

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Continued)

(Dollars in thousands, except per share data)

 

   June 27, 2026   December 31, 2025 
         
Liabilities and Stockholders’ Equity          
           
Current Liabilities          
Trade accounts payable and accrued expenses  $39,061   $34,122 
Contract liabilities with customers   465     
Product liability   777    964 
Employee compensation and benefits   26,727    15,023 
Workers’ compensation   4,399    4,638 
Total Current Liabilities   71,429    54,747 
           
Lease liabilities   1,009    1,158 
Employee compensation   1,995    2,271 
Product liability accrual   61    61 
           
Contingent liabilities        
           
           
Stockholders’ Equity          
Common Stock, non-voting, par value $1:          
Authorized shares 50,000; none issued        
Common Stock, par value $1:                
2026 – 60,000,000 shares authorized                
24,524,481 issued,                
15,978,256 outstanding                
2025 – 40,000,000 shares authorized                
24,490,478 issued,                
15,944,253 outstanding     24,524       24,490  
Additional paid-in capital     57,293       55,356  
Retained earnings     426,107       422,045  
Less: Treasury stock – at cost                
2026 – 8,546,225 shares                
2025 – 8,546,225 shares     (218,131 )     (218,131 )
Total Stockholders’ Equity     289,793       283,760  
Total Liabilities and Stockholders’ Equity   $ 364,287     $ 341,997  

 

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(Dollars in thousands, except per share data)

 

   Three Months Ended   Six Months Ended 
   June 27,
2026
   June 28,
2025
   June 27,
2026
   June 28,
2025
 
                 
Net firearms sales  $157,679   $131,567   $298,575   $266,762 
Net castings sales   379    924    839    1,467 
Total net sales   158,058    132,491    299,414    268,229 
                     
Cost of products sold   124,316    127,345    237,594    233,188 
                     
Gross profit   33,742    5,146    61,820    35,041 
                     
Operating expenses:                    
Selling   10,303    10,277    19,659    19,690 
General and administrative   15,810    15,585    36,481    27,595 
Total operating expenses   26,113    25,862    56,140    47,285 
                     
Operating income (loss)   7,629    (20,716)   5,680    (12,244)
                     
Other income:                    
Interest income   702    954    1,503    1,992 
Interest expense   (23)   (22)   (45)   (38)
Other income, net   592    396    1,688    649 
Total other income, net   1,271    1,328    3,146    2,603 
                     
Income (loss) before income taxes   8,900    (19,388)   8,826    (9,641)
                     
Income taxes   1,919    (2,162)   1,717    (183)
                     
Net income (loss) and comprehensive income (loss)  $6,981   $(17,226)  $7,109   $(9,458)
                     
Basic earnings (loss) per share  $0.44   $(1.05)  $0.45   $(0.57)
                     
Diluted earnings (loss) per share  $0.43   $(1.05)  $0.44   $(0.57)
                     
Weighted average number of common shares outstanding - Basic   15,957,073    16,370,674    15,951,342    16,494,828 
                     
Weighted average number of common shares outstanding - Diluted   16,272,905    16,370,674    16,231,621    16,494,828 
                     
Cash dividends per share  $0.11   $0.18   $0.19   $0.42 

 

 

 

STURM, RUGER & COMPANY, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

 

   Six Months Ended 
   June 27, 2026   June 28, 2025 
         
Operating Activities          
Net income (loss)  $7,109   $(9,458)
Adjustments to reconcile net income (loss) to cash provided by operating activities:          
Depreciation and amortization   12,393    11,143 
Stock-based compensation   2,031    2,415 
Excess and obsolescence inventory reserve   702    40 
Inventory and other asset write-off       17,002 
Loss on disposal of assets   1    185 
Deferred income taxes   2,613    (2,440)
Changes in operating assets and liabilities:          
Trade receivables   (12,602)   5,340 
Inventories   7,904    10,247 
Assets held for sale   (372)    
Trade accounts payable and accrued expenses   4,534    (3,194)
Contract liabilities with customers   465    91 
Employee compensation and benefits   11,411    (1,123)
Product liability   (187)   355 
Prepaid expenses, other assets and other liabilities   72    (4,726)
Cash provided by operating activities   36,074    25,877 
           
Investing Activities          
Property, plant and equipment additions   (8,059)   (6,746)
Net proceeds from the sale of assets   3     
Purchases of short-term investments   (40,112)   (63,793)
Proceeds from maturities of short-term investments   27,384    81,165 
Cash (used for) provided by investing activities   (20,784)   10,626 
           
Financing Activities                
Remittance of taxes withheld from employees related to share-based compensation       (60 )     (178 )
Repurchase of common stock           (16,148 )
Dividends paid     (3,030 )     (6,933 )
Cash used for financing activities     (3,090 )     (23,259 )
                 
Increase in cash and cash equivalents     12,200       13,244  
                 
Cash and cash equivalents at beginning of period     18,451       10,028  
                 
Cash and cash equivalents at end of period   $ 30,651     $ 23,272  

 

 

 

 

Non-GAAP Financial Performance Measures

In an effort to provide investors with additional information regarding its financial results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and three supplemental non-GAAP financial performance measures, Adjusted EBITDA, Adjusted EBITDA margin, and adjusted diluted earnings per share (“Adjusted EPS”), which management believes provides useful information to investors. These non-GAAP financial performance measures may not be comparable to similarly titled financial performance measures being disclosed by other companies. In addition, the Company believes that these non-GAAP financial performance measures have limitations as analytical tools, and, accordingly, should be considered in addition to, and not in lieu of, GAAP financial measures. The presentation of Adjusted EBITDA and Adjusted EPS should not be construed to imply that the Company’s future results will not be affected by unusual or non-recurring items.

 

The Company believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as Adjusted EBITDA assists investors in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its operating performance. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to evaluate the Company’s financial performance.

 

The Company defines Adjusted EBITDA as earnings before interest, taxes, and depreciation and amortization (EBITDA), as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of its ongoing operating performance, as itemized below. Specifically, the Company calculates Adjusted EBITDA by (i) 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, (ii) subtracting the amount of interest income that was included in net income from net income, (iii) subtracting income tax benefits, (iv) adding the amount of extraordinary cash and non-cash, non-operating expenses, and (v) subtracting non-recurring income or non-recurring gains that do not contribute directly to management’s evaluation of its operating results.  The Company calculates Adjusted EBITDA margin by dividing Adjusted EBITDA by total net sales.

 

Adjusted EBITDA was $16.6 million for the three months ended June 27, 2026, an increase of 205.0% from $5.4 million in the comparable prior year period.

 

Adjusted EBITDA was $27.5 million for the six months ended June 27, 2026, an increase of 39.1% from $19.7 million in the comparable prior year period.

 

 

 

Non-GAAP Reconciliation – Adjusted EBITDA

Adjusted EBITDA

 

(Unaudited, dollars in thousands)

 

   Three Months Ended   Six Months Ended 
   June 27,
2026
   June 28,
2025
   June 27,
2026
   June 28,
2025
 
                 
Net income (loss)  $6,981   $(17,226)  $7,109   $(9,458)
                     
Inventory and other asset write-off       17,002        17,002 
Income tax expense (benefit)   1,919    (2,162)   1,717    (183)
Depreciation and amortization expense   6,385    5,572    12,393    11,143 
Interest income   (702)   (954)   (1,503)   (1,992)
Interest expense   23    22    45    38 
Stockholder rights costs (a)   1,234        4,434     
Severance costs (b)   737    3,181    3,260    3,181 
Adjusted EBITDA  $16,577   $5,435   $27,455   $19,731 
Adjusted EBITDA margin   10.5%    4.1%    9.2%    7.4% 
Net income (loss) margin   4.4%    (13.0%)   2.6%    (3.5%)

 

(a)Costs incurred in engaging with Beretta Holding on, amongst other things, Beretta Holding’s ownership of Company Common Stock, the Company’s October 14, 2025 Rights Agreement, negotiations concerning potential strategic cooperation between the Company and Beretta Holding, and in engaging a proxy solicitation firm and preparing a preliminary proxy statement associated with the 2026 Annual Meeting.
(b)Costs incurred associated severance and related costs as part of an executed reduction-in-force as part of broader efforts to structurally align the organization to strategic priorities and the future operating model and are not indicative of ongoing operations.

 

 

 

 

Non-GAAP Reconciliation – Adjusted EPS

 

Adjusted Diluted Earnings per Share

 

Adjusted diluted earnings per share (“Adjusted EPS”) is defined as (i) net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration and related costs, divided by (ii) the weighted average diluted common stock shares outstanding. The Company believes that Adjusted EPS is useful to understanding its operating results and the ongoing performance of its underlying business by identifying unusual and infrequent non-operating items that are not related to our ongoing operations and presenting our earnings independent of those items.

 

   Three Months Ended   Six Months Ended 
   June 27,
2026
   June 28,
2025
   June 27,
2026
   June 28,
2025
 
                 
Diluted earnings per share  $0.43   $(1.05)  $0.44   $(0.57)
                     
Stockholder rights costs   0.06        0.15     
Organizational realignment   0.03    0.20    0.20    0.20 
Inventory and other asset write-off       0.91        0.90 
Product rationalization and SKU reduction       0.35        0.34 
Adjusted diluted earnings per share  $0.52   $0.41   $0.79   $0.87