Item 9A. Controls and Procedures
ITEM
9A—CONTROLS AND PROCEDURES
Evaluation
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, 2025. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of
December 31, 2025, 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 Securities Exchange Act of 1934. Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
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, 2025. 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
effective internal control over financial reporting as of December 31, 2025, based on criteria established in “Internal Control —
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
control over financial reporting as of December 31, 2025 has been audited by RSM US LLP, an independent registered public accounting firm,
as stated in their report which is included in this Form 10-K.
85
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.
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 2025. 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
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. The
details of such Rule 10b5-1 Plans are as follows:
Name
Title
Action
Date
Adopted
Expiration
Date
Aggregate
# of
Securities to be
Purchased/Sold
Amir
P. Rosenthal (1)
Director
Adoption
of Rule 10b5-1 Plan
August
13, 2025
March
13, 2026
3,000
Timothy
M. Lowney (2)
Vice
President of Operations
Adoption
of Rule 10b5-1 Plan
August
12, 2025
May
13, 2026
2,537
(1)
Amir P. Rosenthal., a director of the Company, entered into a Rule 10b5-1 Plan on August 13, 2025. Mr. Rosenthal’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 March 13, 2026, or upon the earlier completion of all authorized transactions under such Rule 10b5-1 Plan.
86
(2)
Timothy M. Lowney, an officer of the Company, entered into a Rule 10b5-1 Plan on August 12, 2025. Mr. Lowney’s
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,
2025.
ITEM
9C—DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
87
PART III
ITEM
10—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning the Company’s directors,
including the Company’s separately designated standing audit committee, and on the Company’s code of business conduct and
ethics required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting
of Stockholders.
Information concerning the Company’s executive
officers required by this Item is set forth in Item 1 of this Annual Report on Form 10-K under the caption “Executive Officers of
the Company.”
Information concerning beneficial ownership reporting
compliance required by this Item is incorporated by reference from the Company’s Proxy Statement relating to the 2026 Annual Meeting
of Stockholders.
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 2026 Annual Meeting
of Stockholders.
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 2026 Annual Meeting of Stockholders.
88
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
Plan category
Number
of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) *
Number
of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities
reflected in
column (a))
(c)
Equity compensation plans
approved by security holders
2017 Stock Incentive Plan
0
—
0
2023 Stock Incentive Plan
555,448
—
566,740
**
Equity compensation plans
not approved by security holders
None.
Total
555,448
—
566,740
*
Restricted stock units are settled in shares of common stock or the cash equivalent. 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
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.
ITEM
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 2026 Annual Meeting of Stockholders.
89
PART
IV
ITEM
15—EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(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:
Exhibit
3.1
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).
Exhibit
3.2
Amended
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).
Exhibit
4.1
Description
of the Company’s Securities .
Exhibit
4.2
Rights
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).
Exhibit
10.1
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). **
Exhibit
10.2
Severance
Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (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).**
Exhibit
10.3
Second
Amended and Restated Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc, and Christopher J. Killoy
(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).**
90
Exhibit
10.4
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).**
Exhibit
10.5
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) 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).
Exhibit
10.6
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).**
Exhibit
10.7
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)**
Exhibit
10.8
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).**
Exhibit
10.9
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).
**
Exhibit
10.10
Transition
Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc. and Kevin B. Reid, Sr. (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. Colbert **
Exhibit 10.12
Executive Severance Agreement,
dated November 25, 2024, by and between the Company and Michael W. Wilson **
Exhibit 10.13
Executive Severance Agreement,
dated November 25, 2024, by and between the Company and Robert J. Werkmeister **
91
Exhibit
10.14
Executive Severance
Agreement, dated May 1, 2025, by and between the Company and Benjamin P. Quinn **
Exhibit 19.1
Sturm Ruger & Company, Inc. Insider Trading Policy
Exhibit 23.1
Consent of RSM US LLP
Exhibit 31.1
Certification of Chief Executive
Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit 31.2
Certification of Treasurer and Chief
Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
Exhibit
32.1
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.
Exhibit
32.2
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.
Exhibit 97
Executive Compensation Clawback Policy
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.
Exhibit 101.SCH*
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
Exhibit 101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
Exhibit 104*
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
**Indicates management contract or compensatory
plan or arrangement
92
SIGNATURES
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.
(Registrant)
S/ THOMAS A. DINEEN
Thomas A. Dineen
Principal Financial Officer
Principal Accounting Officer, Senior Vice President,
Treasurer, and Chief Financial Officer
March 2, 2026
Date
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/ TODD
W.SEYFERT
3/2//26
S/ JOHN
A. COSENTINO, JR
3/2/26
Todd W. Seyfert
Chief Executive Officer, Director
(Principal Executive Officer)
John A. Cosentino, Jr.
Director
S/ PHILLIP C. WIDMAN
3/2/26
S/ TERRENCE G. O’CONNOR
3/2/26
Phillip C. Widman
Director
Terrence G. O’Connor
Director
S/ AMIR P. ROSENTHAL
3/2/26
S/ STEPHEN TIMM
3/2/26
Amir P. Rosenthal
Director
Stephen Timm
Director
S/ AARON RIVERS
3/2/26
S/ LORIN CASSIDY
WOLFE
3/2/26
Aaron Rivers
Director
Lorin Cassidy Wolfe
Director
S/
BRUCE T. PETTET
3/2/26
S/ RONALD C. WHITAKER
3/2/26
Bruce T. Pettet
Director
Ronald C. Whitaker
Director
S/ THOMAS A. DINEEN
3/2/26
Thomas A. Dineen
Principal
Financial Officer
Principal Accounting Officer, Senior Vice
President, Treasurer, and Chief Financial Officer
93
EXHIBIT
INDEX
Page
No.
Exhibit
3.1
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).
Exhibit
3.2
Amended
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).
Exhibit
4.1
Description
of the Company’s Securities .
Exhibit
4.2
Rights
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).
Exhibit
10.1
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). **
Exhibit
10.2
Severance
Agreement, dated as of November 25, 2024 by and between the Company and Kevin B. Reid, Sr. (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).**
Exhibit
10.3
Second
Amended and Restated Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc, and Christopher J. Killoy
(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).**
Exhibit
10.4
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).**
94
EXHIBIT INDEX (continued)
Exhibit
10.5
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) 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).
Exhibit
10.6
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)
Exhibit
10.7
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).**
Exhibit
10.8
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).**
Exhibit
10.9
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). **
Exhibit
10.10
Transition
Agreement, dated as of February 20, 2025, by and between Sturm, Ruger & Company, Inc. and Kevin B. Reid, Sr. (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. Colbert **
Exhibit 10.12
Executive Severance Agreement, dated November 25, 2024, by and between the
Company and Michael W. Wilson **
Exhibit 10.13
Executive Severance Agreement, dated November 25, 2024, by and between the
Company and Robert J. Werkmeister **
Exhibit 10.14
Executive Severance Agreement, dated May 1, 2025, by and between the Company
and Benjamin P. Quinn **
95
EXHIBIT INDEX (continued)
Exhibit
19.1
Sturm Ruger & Company, Inc. Insider Trading Policy
Exhibit
23.1
Consent of RSM US
LLP
99
Exhibit
31.1
Certification of
Chief Executive Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
100
Exhibit
31.2
Certification of
Treasurer and Chief Financial Officer Pursuant to Rule 13a-14(a) of the Exchange Act.
102
Exhibit
32.1
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.
104
Exhibit
32.2
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.
105
Exhibit
97
Executive Compensation Clawback Policy
Exhibit
101.INS*
Inline 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*
Inline XBRL Taxonomy Extension Schema
Document
Exhibit
101.CAL*
Inline XBRL Taxonomy Extension Calculation
Linkbase Document
Exhibit
101.DEF*
Inline XBRL Taxonomy Extension Definition
Linkbase Document
Exhibit
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
Document
Exhibit
101.PRE*
Inline XBRL Taxonomy Extension Presentation
Linkbase Document
Exhibit
104*
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
**Indicates management contract or compensatory plan or arrangement
96
YEAR ENDED DECEMBER 31, 2025
STURM,
RUGER & COMPANY, INC.
ITEMS
15(a)
FINANCIAL STATEMENT SCHEDULE
97
Sturm, Ruger & Company, Inc.
Item 15(a)--Financial Statement Schedule
Schedule II—Valuation and Qualifying Accounts
(In Thousands)
COL.
A
COL.
B
COL.
C
COL.
D
COL.
E
ADDITIONS
Description
Balance
at
Beginning
of Period
(1)
Charged
(Credited) to
Costs and
Expenses
(2)
Charged to
Other
Accounts
–Describe
Deductions
Balance
at End
of
Period
Deductions from asset accounts:
Allowance for doubtful accounts:
Year ended December 31, 2025
$
400
$
—
$
—
$
400
Year ended December 31, 2024
$
400
$
—
$
—
$
400
Year ended December 31, 2023
$
400
$
—
$
—
$
400
Allowance for discounts:
Year ended December 31, 2025
$
1,310
$
12,879
$
12,882
(a)
$
1,307
Year ended December 31, 2024
$
1,164
$
12,241
$
12,095
(a)
$
1,310
Year ended December 31, 2023
$
1,334
$
12,540
$
12,710
(a)
$
1,164
(a)
Discounts taken
98