What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-22 · 115 added, 59 removed, 174 unchanged (50% of the section changed)

1 unchanged sentence

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, 2022.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December

31, 2022, 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 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, 2023.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of

December 31, 2023, the Company’s disclosure controls and procedures over financial reporting were effective.

Management’s Report on Internal Control over Financial

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.

3 unchanged sentences

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, 2022.

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.

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, 2023.

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

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as stated in their report which is included in this Form 10-K.

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.

Changes in Internal Control over Financial

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 2022.

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.

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 2023.

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

The adoption or termination

of contracts, instructions or written plans for the purchase and sale of the Company’s securities by the Company’s Section

16 officers or directors for the three months ended December 31, 2023, each of which is intended to satisfy the affirmative defense conditions

of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:

Name Title Action Date

Adopted Expiration

Date Aggregate # of

Securities to be

Purchased/Sold

Christopher J.

Killoy (1) President and Chief Executive Officer Adoption of Rule 10b5-1 Plan November 7, 2023 May 7, 2024 30,000

Cosentino, Jr.

(2) Director Adoption of Rule 10b5-1 Plan November 7, 2023 November 7, 2024 3,000

(1) Christopher J.

Killoy, an officer of the Company, entered into a Rule 10b5-1 Plan on November 7, 2023.

Killoy’s Rule 10b5-1

Plan provides for the potential sale of up to 30,000 shares of the Company’s common stock.

The Rule 10b5-1 Plan expires on May 7,

2024, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.

Cosentino, Jr., a director of the Company, entered into a Rule 10b5-1 Plan on November 7, 2023.

Cosentino’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

November 7, 2024, 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

adopted or terminated a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the three months

ended December 31, 2023.

ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

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ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2024 Annual Meeting

of Stockholders scheduled to be held June 1, 2023, which will be filed with the SEC in April 2023.

of Stockholders scheduled to be held May 30, 2024, which will be filed with the SEC in April 2024.

Information concerning the Company’s executive

3 unchanged sentences

compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2024 Annual Meeting

of Stockholders scheduled to be held June 1, 2023, which will be filed with the SEC in April 2023.

of Stockholders scheduled to be held May 30, 2024, which will be filed with the SEC in April 2024.

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 2023 Annual Meeting of Stockholders

scheduled to be held June 1, 2023, which will be filed with the SEC in April 2023.

Information concerning director and executive

compensation required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2024 Annual Meeting

of Stockholders scheduled to be held May 30, 2024, which will be filed with the SEC in April 2024.

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 2023 Annual Meeting of Stockholders scheduled to be held June 1, 2023, which will be filed with the SEC

in April 2023.

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 2024 Annual Meeting of Stockholders scheduled to be held May 30, 2024, which will be filed

with the SEC in April 2024.

Securities Authorized for Issuance Under Equity Compensation Plans

19 unchanged sentences

2017 Stock Incentive Plan

2023 Stock Incentive Plan

Equity compensation plans not approved by security holders

2 unchanged sentences

weighted-average exercise price is not applicable.

Includes 121,034 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 2023 Annual Meeting

of Stockholders scheduled to be held June 1, 2023.

Information concerning certain relationships and

related transactions required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2024

Annual Meeting of Stockholders scheduled to be held May 30, 2024.

ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

2 unchanged sentences

this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2024 Annual Meeting of Stockholders scheduled

to be held June 1, 2023, which will be filed with the SEC in April 2023.

to be held May 30, 2024, which will be filed with the SEC in April 2024.

ITEM 15—EXHIBITS AND FINANCIAL STATEMENT

3 unchanged sentences

(3) Listing of Exhibits:

Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibits 4.1 and 4.2 to the Form S-3 Registration Statement previously filed by the Company File No.

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).

Bylaws of the Company, as amended through November 12, 2019 .

2 unchanged sentences

Dineen (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).

Severance Agreement, dated as of April 10, 2008, by and between the Company and Thomas P.

Sullivan (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).

Severance Agreement, dated as of May 2, 2008 by and between the Company and Kevin B.

4 unchanged sentences

Killoy (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed with the SEC on November 12, 2020).**

Executive Severance Agreement, dated August 1, 2016, by and between the Company and Shawn C.

Leska (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).

Loan Agreement, dated January 7, 2022 between Sturm, Ruger & Company, Inc.

Executive Severance Agreement, dated August

1, 2016, by and between the Company and Shawn C.

Leska (Incorporated by reference to Exhibit 10.3 to the Company's Current Report

on Form 8-K filed with the SEC on August 2, 2016).**

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

(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.

1 unchanged sentence

to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 4, 2022).

The Sturm, Ruger & Company,

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)**

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)

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)**

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).**

Consent of RSM US LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Executive Compensation Clawback Policy

Exhibit 101.INS*

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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*

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Inline XBRL Taxonomy Extension Presentation Linkbase Document

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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

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.

**Indicates management contract or compensatory plan or arrangement

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.

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February 21, 2024

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

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/CHRISTOPHER J.

9 unchanged sentences

EXHIBIT INDEX

Certificate of Incorporation of the Company, as amended (Incorporated by reference to Exhibits 4.1 and 4.2 to the Form S-3 Registration Statement previously filed by the Company File No.

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).

Bylaws of the Company, as amended through November 12, 2019 .

2 unchanged sentences

Dineen (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).**

Severance Agreement, dated as of April 10, 2008, by and between the Company and Thomas P.

Sullivan (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on April 11, 2008).

Severance Agreement, dated as of May 2, 2008 by and between the Company and Kevin B.

8 unchanged sentences

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).

(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).

EXHIBIT INDEX (continued)

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)

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)

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).**

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).**

Consent of RSM US LLP

5 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Executive Compensation Clawback Policy

Exhibit 101.INS*

12 unchanged sentences

*Filed herewith

**Indicates management contract or compensatory plan or arrangement

YEAR ENDED DECEMBER 31, 2023

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures