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Item 9A. Controls and Procedures

2026-03-02 compared with 2025-02-19 · 236 added, 150 removed, 127 unchanged (75% of the section changed)

ITEM 9A—CONTROLS AND PROCEDURES

9A—CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

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December 31, 2025, the Company’s disclosure controls and procedures over financial reporting were effective.

Management’s Report on Internal Control over Financial

Report on Internal Control over Financial Reporting

The Company’s management is responsible

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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

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

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

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.

York Stock Exchange Certification

Pursuant to Section 303A.12(a) of the New York

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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, 2024, 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

9B—OTHER INFORMATION

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.

details of such Rule 10b5-1 Plans are as follows:

Securities to be

Purchased/Sold

Cosentino, Jr.

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

Cosentino, Jr., a director of the Company, entered into a Rule 10b5-1 Plan on November 14, 2024.

Cosentino’s Rule

10b5-1 Plan provides for the potential sale of up to 5,000 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.

Rosenthal (1)

of Rule 10b5-1 Plan

President of Operations

of Rule 10b5-1 Plan

Rosenthal., a director of the Company, entered into a Rule 10b5-1 Plan on August 13, 2025.

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.

Lowney, an officer of the Company, entered into a Rule 10b5-1 Plan on August 12, 2025.

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

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, 2024.

ITEM 9C—DISCLOSURE REGARDING

FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

a “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K during the three months ended December 31,

9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning the Company’s directors,

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ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting

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

of Stockholders.

Information concerning the Company’s executive

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compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting

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

ITEM 11—EXECUTIVE COMPENSATION

of Stockholders.

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

ITEM 12—SECURITY

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

of Stockholders.

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 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

Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.

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

Compensation Plan Information

Plan category

Number of securities to

of securities to

be issued upon exercise of

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warrants and rights

Number of securities

of securities

remaining available for

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plans (excluding

securities reflected in

Equity compensation plans approved by security holders

Equity compensation plans

approved by security holders

2017 Stock Incentive Plan

2023 Stock Incentive Plan

Equity compensation plans not approved by security holders

Equity compensation plans

not approved by security holders

Restricted stock units are settled in shares of common stock or the cash equivalent.

Accordingly, the

weighted-average exercise price is not applicable.

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

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 scheduled to be held May 29, 2025.

ITEM 14—PRINCIPAL ACCOUNTANT FEES AND SERVICES

Annual Meeting of Stockholders.

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 2025 Annual Meeting of Stockholders scheduled

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

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

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.

this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting of Stockholders.

15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

Exhibits and Financial Statement Schedule

Financial Statements can be found under Item 8 of Part II of this Form 10-K

Schedule can be found on Page 87 of this Form 10-K

Listing of Exhibits:

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 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.

Fifer (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2016).**

Amended and Restated Agreement, dated November 10, 2020, by and between the Company and Christopher J.

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 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 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).

of the Company’s Securities .

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).

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).

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).**

Amended and Restated Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc, and Christopher J.

(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).**

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).**

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).

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.

(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

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).

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).**

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)**

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 10.10

Employment Agreement, dated as of January 15, 2025, by and between the Company and Todd W.

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).**

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).

Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc.

(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.

Exhibit 10.12

Executive Severance Agreement,

dated November 25, 2024, by and between the Company and Michael W.

Exhibit 10.13

Executive Severance Agreement,

dated November 25, 2024, by and between the Company and Robert J.

Werkmeister **

Executive Severance

Agreement, dated May 1, 2025, by and between the Company and Benjamin P.

Sturm Ruger & Company, Inc.

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Consent of RSM US LLP

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

Certification of Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

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.

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.

Certification of Chief Executive

Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

Certification of Treasurer and Chief

Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

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.

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.

Executive Compensation Clawback Policy

Exhibit 101.INS*

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Exhibit 101.SCH*

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Exhibit 101.PRE*

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*Filed herewith

**Indicates management contract or compensatory plan or arrangement

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interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

**Indicates management contract or compensatory

plan or arrangement

Pursuant to the requirements of Section 13 or

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thereunto duly authorized.

STURM, RUGER & COMPANY, INC.

RUGER & COMPANY, INC.

Principal Financial Officer

1 unchanged sentence

Treasurer, and Chief Financial Officer

February 19, 2025

March 2, 2026

Pursuant to the requirements of the Securities

1 unchanged sentence

on the dates indicated.

S/CHRISTOPHER J.

Christopher J.

COSENTINO, JR

Chief Executive Officer, Director

1 unchanged sentence

Cosentino, Jr.

S/ PHILLIP C.

S/ TERRENCE G.

Principal Financial Officer

S/ STEPHEN TIMM

S/ AARON RIVERS

S/ LORIN CASSIDY

Lorin Cassidy Wolfe

Financial Officer

Principal Accounting Officer, Senior Vice

President, Treasurer, and Chief Financial Officer

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.

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.