What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 54 added, 66 removed, 223 unchanged (35% of the section changed)

47 unchanged sentences

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.

(1) Director Adoption of Rule 10b5-1 Plan November 14, 2024 November 14, 2025 5,000

(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 14, 2024.

6 unchanged sentences

ended December 31, 2024.

ITEM 9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

ITEM 9C—DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

14 unchanged sentences

of Stockholders scheduled to be held May 29, 2025, which will be filed with the SEC in April 2025.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

with the SEC in April 2024.

Company’s Proxy Statement relating to the 2025 Annual Meeting of Stockholders scheduled to be held May 29, 2025, which will be

filed with the SEC in April 2025.

Securities Authorized for Issuance Under Equity Compensation Plans

24 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.

** 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

9 unchanged sentences

ITEM 15—EXHIBITS AND FINANCIAL STATEMENT

(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:

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).

(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

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 .

Description of the Company’s Securities .

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

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 May 2, 2008 by and between the Company and Kevin B.

(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2008).**

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).

Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B.

(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).**

Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O.

2 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 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).**

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).

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)**

(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).

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).**

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.

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).**

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 10.10

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).

Sturm Ruger & Company, Inc.

Insider Trading Policy

Consent of RSM US LLP

7 unchanged sentences

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.

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*

8 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document

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.

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

22 unchanged sentences

EXHIBIT INDEX

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.

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).

1 unchanged sentence

Description of the Company’s Securities .

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

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 May 2, 2008 by and between the Company and Kevin B.

(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 2, 2008).**

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).

Severance Agreement, dated as of November 25, 2024 by and between the Company and Kevin B.

(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).**

Transition Services and Consulting Agreement, dated August 1, 2016, by and between the Company and Michael O.

2 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).**

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).**

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

1 unchanged sentence

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 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 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).**

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.

1 unchanged sentence

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 10.10

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).

Sturm Ruger & Company, Inc.

Insider Trading Policy

Consent of RSM US LLP

38 unchanged sentences

Year ended December 31, 2022

Excess and obsolete inventory reserve:

Year ended December 31, 2023

Year ended December 31, 2022

Year ended December 31, 2021

(a) Discounts taken

(b) Inventory written off

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