Form 8-K

8-K — STURM RUGER & CO INC

Accession: 0001174947-26-000877

Filed: 2026-09-16

Period: 2026-09-16

CIK: 0000095029

SIC: 3480 (ORDNANCE & ACCESSORIES, (NO VEHICLES/GUIDED MISSILES))

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Material Modifications to Rights of Security Holders

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8k-36350_rgr.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-99.1 (ex99-1.htm)

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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)

September 16, 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 1.01 Entry Into a Material Definitive Agreement.

On September 16, 2026, Sturm Ruger & Company, Inc. (the “Company”)

and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”)

to that certain Rights Agreement, dated as of October 14, 2025, between the Company and the Rights Agent (the “Rights Agreement”).

The Amendment accelerates the Final Expiration Date of the Company’s

common share purchase rights (the “Rights”) under the Rights Agreement from the Close of Business (as such terms are

defined in the Rights Agreement) on October 13, 2026 to the Close of Business on September 16, 2026, and the Rights Agreement will terminate

at such time. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s

common stock pursuant to the Rights Agreement will expire.

The foregoing description of the Amendment does not purport to be complete

and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated

herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth above under Item 1.01 is hereby incorporated

by reference into this Item 1.02.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth above under Item 1.01 is hereby incorporated

by reference into this Item 3.03.

Item 7.01 Regulation FD Disclosure.

On September 16, 2026, the Company issued a press release announcing the

Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information

in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, 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, as amended, except as expressly set forth by specific reference in such filing.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

4.1

Amendment No. 1, dated as of September 15, 2026, to Rights Agreement, dated as of October 14, 2025, between Sturm Ruger & Company, Inc. and Computershare Trust Company, N.A., as rights agent.

99.1

Press Release issued on September 16, 2026.

104

Cover Page Interactive Date File (embedded within the Inline XBRL document)

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/ Sarah F. Colbert

Name:

Sarah F. Colbert

Title:

Senior Vice President,

Corporate Secretary and

General Counsel

Dated: September 16, 2026

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

Amendment No. 1, dated as of September

16, 2026 (this “Amendment”), to Rights Agreement, dated as of October 14, 2025 (the “Rights Agreement”),

by and between Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company,

N.A., a federally chartered trust company (the “Rights Agent”).

WITNESSETH

WHEREAS,

pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date, the board of directors of the Company (the “Board”)

may from time to time supplement or amend this Rights Agreement without the approval of any holders of Rights;

WHEREAS, the Distribution Date

has not occurred as of the date hereof;

WHEREAS,

the Board has determined it is in the best interests of the Company and its shareholders to amend the Agreement as set forth herein;

WHEREAS, the Board has authorized

and approved this Amendment; and

WHEREAS,

the parties hereto desire to amend the Rights Agreement to accelerate the Final Expiration Date of the Rights to September 16, 2026.

NOW, THEREFORE, the parties

hereto agree as follows:

The definition of “Final Expiration Date” set forth in Section 1(w) of the Rights Agreement is hereby amended and restated

in its entirety as follows:

““Final Expiration Date”

means the Close of Business on September 16, 2026.”

Exhibit B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.

3. Capitalized

terms used without other definitions in this Amendment are used as defined in the Rights Agreement.

This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed

by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment but will remain in full force and

effect.

This Amendment may be executed in any number of counterparts, and each of such counterparts shall for all purposes be deemed to

be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Amendment executed

and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.

This Amendment shall be effective as of the date first written above and all references to the Rights Agreement shall, from and

after such time, be deemed to be references to the Rights Agreement as amended hereby.

The undersigned officer of the Company, being duly authorized on behalf of the Company, hereby certifies in his or her capacity

as an officer on behalf of the Company to the Rights Agent that this Amendment is in compliance with the terms of Section 27 of the Rights

Agreement, and such certification shall be deemed a certificate which complies with Section 18(b) of the Rights Agreement.

By its execution and delivery hereof, the Company directs the Rights Agent to execute this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amendment has

been duly executed by the Company and the Rights Agent as of the date first written above.

Sturm, Ruger & Company, Inc.

By: /S/ Sarah F. Colbert

Name: Sarah F. Colbert

Title: Sr. VP, General Counsel, Corporate Secretary

Computershare Trust Company, N.A.

By: /S/ Jacqueline Wadsworth

Name: Jacqueline Wadsworth

Title: Senior Vice President

[Signature Page to Amendment

No. 1 to Rights Agreement]

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

FOR RELEASE: September 16, 2026

For further information, contact:

Rob Werkmeister, Senior Vice President of Marketing & Customer

Experience

rwerkmeister@ruger.com

Ruger Provides Update on Strategic Cooperation

Agreement with Beretta Holding

Mayodan, NC -- Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger”

or the “Company”) today announced that the applicable regulatory conditions under its previously announced Strategic Cooperation

Agreement (“Agreement”) with Beretta Holding S.A. (“Beretta Holding”) have been satisfied.

Therefore, consistent with the terms of the Agreement, the Company’s

Board of Directors (the “Board”) has unanimously approved an amendment (the “Amendment”) to the Company’s

shareholder rights plan (the “Rights Plan”) pursuant to which the final expiration date has been accelerated from October

13, 2026 to September 16, 2026. The effect of the Amendment is to terminate the Rights Plan at the close of business today. Shareholders

are not required to take any action in connection with the expiration of the Rights Plan.

In deciding to accelerate the final expiration date the Board evaluated

the Company’s current circumstances and determined that an active Rights Plan is not necessary at this time to serve the best interests

of the shareholders.

“These actions represent the natural, next steps outlined in

the Agreement we announced in May,” said Todd Seyfert, President and Chief Executive Officer of Ruger. “We remain focused

on executing our strategy and operating the business in the best interests of Ruger and all of our shareholders.”

The terms of the Agreement remain unchanged.

About Ruger Firearms

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 more than 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Sturm, Ruger & Co., Inc. 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.

Forward-Looking Statements

The Company may, from time to time, make forward-looking statements

and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying

risks and uncertainties, such as 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 the Company, the impact of future firearms

control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially

from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the

date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after

the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.

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