Form 8-K

8-K — STURM RUGER & CO INC

Accession: 0001174947-26-000555

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000095029

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

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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)

May 6, 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)

One Lacey Place, Southport, Connecticut

06890

(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

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 2.02 Results of Operations and Financial Condition

On May 6, 2026, the Company issued a press release

to stockholders and other interested parties regarding financial results for the first quarter ended March 28, 2026. A copy of the press

release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Current Report on Form

8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934 (the “Exchange Act”) 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 or the Exchange Act, except as expressly set forth by specific reference

in such a filing.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

99.1

Press release of Sturm, Ruger & Company, Inc., dated May 6, 2026, reporting the financial results for the first quarter ended March 28, 2026.

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/ Andrew T. Wieland

Name:

Andrew T. Wieland

Title:

Principal Financial Officer,

Principal Accounting Officer,

Senior Vice President, and

Chief Financial Officer

Dated: May 6, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

EXHIBIT 99.1

Sturm, Ruger & Company, Inc. Reports

First Quarter 2026 Results

Delivered First Quarter Net Sales of $141.4

Million

New Products Accounted for $51.6 Million or

41% of Firearm Sales

Earnings per Share was $0.01, Adjusted Earnings

per Share was $0.27

Generated $18.8 Million of Cash from Operations

Declares Quarterly Dividend of $0.11 Per Share

MAYODAN, NC – May 6, 2026 – Sturm, Ruger & Company,

Inc. (NYSE: RGR) (“Ruger” or the “Company”) announced today its financial results for the first quarter 2026.

First Quarter 2026 Financial Highlights

· The Company achieved net sales of $141.4 million, a 4.1% increase over the $135.7 million achieved in the corresponding period in

2025.

· Diluted earnings were $0.01 per share compared to $0.46 per share in the corresponding period in 2025.

· On an adjusted basis, diluted earnings for the first quarter of 2026 were $0.27 per share compared to $0.46 per share in the corresponding

period in 2025.

During the first quarter, the Company incurred incremental expenses

associated with negotiating a Strategic Cooperation Agreement (“Agreement”) with Beretta Holding S.A. (“Beretta Holding”)

and organizational changes implemented in February. Additionally, we recorded a one-time non-recurring expense of $1.7 million or $0.07

per share not included in the adjusted earnings per share.

As announced on May 4, 2026, Ruger and Beretta Holding executed the

Agreement, which reflects a shared commitment to long-term value creation, constructive engagement, and stability for Ruger’s shareholders,

employees, customers and industry partners. The Company incurred legal, professional and advisory fees and other expenses totaling approximately

$3.2 million related to the Agreement negotiations and other related matters during the quarter. These expenses are largely non-recurring,

limited in duration and do not, in the opinion of management, relate to the underlying performance of the core business. Additional Agreement-related

expenses may be incurred in the near term.

Additionally, in February, the Company executed a reduction-in-force

as part of broader efforts to structurally align the organization to strategic priorities and the future operating model. These actions

are consistent with the changes outlined in the 2026 Plan and, more broadly, the Ruger 2030 framework. The moves improve efficiency, enhance

accountability and position the Company for long-term profitable growth. The associated severance and related expense of $2.5 million

were recognized in the quarter and are not, in the opinion of management, indicative of ongoing operations.

Taken together, these two discrete items reflect actions to ensure

the Company’s independence and strengthen its operational foundation, both of which are in the best long-term interests of shareholders.

As previously disclosed, the Board of Directors declared a dividend

of $0.11 per share for the first quarter for shareholders of record as of May 14, 2026, payable on May 29, 2026. This dividend equates

to approximately 40% of adjusted net income of $0.27 per share for the first quarter of 2026.

“Our first quarter results reflect both the strength of our underlying

business and the actions we have taken to position Ruger for the future,” said Todd Seyfert, President and Chief Executive Officer.

“Building on our momentum in 2025, we continue to focus on innovation, have great demand across our offerings and see encouraging

signs in the market. This quarter was our fourth consecutive quarter of year-over-year sales growth as we continue to outperform

the market in top-line sales."

Additional Highlights

· The estimated sell-through of the Company’s products from the independent distributors to retailers in Q1 2026 increased by

3.2% from Q1 2025, exceeding a 1.6% increase in adjusted NICS during the same period.

· Sales of new products, including the RXM pistol, Marlin 1894 lever-action rifles, American Centerfire Rifle Generation II, Glenfield

rifles, Harrier rifles, and the Ruger Red Label III Shotgun, represented $51.6 million, or 41%, of firearm sales for the quarter. New

product sales include only major new products that were introduced in the past two years.

· Compared to the first quarter of 2025, the Company’s finished goods inventories decreased 95,800 units while distributors’

inventories decreased 26,400 units, reflecting strong retail pull through of our new products.

· For Q1 2026, cash generated from operations totaled $18.8 million. As of March 28, 2026, Ruger’s cash and short-term investments

totaled $105.2 million. The Company’s current ratio is 3.5 to 1 and there is no debt.

· In the first three months of 2026, capital expenditures totaled $4.8 million. The Company expects capital expenditures to total $30

million for the year for continued investments in new product introductions, expanded capacity for product lines in greatest demand, upgraded

manufacturing capabilities and strengthened facility infrastructure.

· In the first 3 months, the Company returned $1.3 million to its shareholders through the payment of quarterly dividends. The Company

did not repurchase any shares of its common stock during the period.

"While we are extremely excited about our 2026 plan and approach,

we remain focused on improving our overall cost structure and profitability,” Seyfert added. “The actions we took during the

quarter – both in protecting the interests of shareholders and driving cost out of the organization – are already contributing

to a more focused and efficient operating model. As these temporary expenses roll off, we expect improved visibility into the underlying

earnings power of the business.”

Today, the Company filed its Quarterly Report on Form 10-Q for the

first quarter of 2026. The financial statements included in this Quarterly Report on Form 10-Q are attached to this press release.

The Quarterly Report on Form 10-Q for the first quarter of 2026 is

available on the SEC website at SEC.gov and the Ruger website at Ruger.com/corporate. Investors are urged to read the complete

Quarterly Report on Form 10-Q to ensure that they have adequate information to make informed investment judgments.

Earnings Call Information

The Company will host a webcast at 4:30pm ET today to discuss the

first quarter 2026 financial results. Participants may access the live webcast via this link or by visiting Ruger.com/corporate.

Those who wish to ask questions during the webcast will need to pre-register prior to the meeting.

About Sturm, Ruger & Co., Inc.

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 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Ruger 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.

This press release includes certain non-GAAP financial measures, including

Adjusted EBITDA and adjusted earnings per share. These measures are not prepared in accordance with U.S. generally accepted accounting

principles (GAAP) and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Reconciliations

of each non-GAAP measure to the most directly comparable GAAP measure are included in the tables accompanying this release.

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

March 28, 2026

December 31, 2025

Assets

Current Assets

Cash

$ 23,748

$ 18,451

Short-term investments

81,420

74,082

Trade receivables, net

72,920

64,510

Gross inventories

102,850

113,166

Less LIFO reserve

(67,886 )

(67,058 )

Less excess and obsolescence reserve

(2,715 )

(3,227 )

Net inventories

32,249

42,881

Prepaid expenses and other current assets

10,741

11,680

Total Current Assets

221,078

211,604

Property, plant and equipment

511,048

506,799

Less allowances for depreciation

(431,950 )

(426,702 )

Net property, plant and equipment

79,098

80,097

Deferred income taxes

19,128

19,720

Other assets

29,807

30,576

Total Assets

$ 349,111

$ 341,997

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Continued)

(Dollars in thousands, except per share data)

March 28, 2026

December 31, 2025

Liabilities and Stockholders’ Equity

Current Liabilities

Trade accounts payable and accrued expenses

$ 38,314

$ 34,122

Contract liabilities with customers

714

—

Product liability

942

964

Employee compensation and benefits

18,597

15,023

Workers’ compensation

4,614

4,638

Total Current Liabilities

63,181

54,747

Lease liabilities

1,056

1,158

Employee compensation

1,513

2,271

Product liability accrual

Contingent liabilities

—

Stockholders’ Equity

Common Stock, non-voting, par value $1:

Authorized shares 50,000; none issued

—

Common Stock, par value $1:

Authorized shares – 40,000,000

2026 – 24,494,291 issued,

15,948,066 outstanding

2025 – 24,490,478 issued,

15,944,253 outstanding

24,494

24,490

Additional paid-in capital

56,040

55,356

Retained earnings

420,897

422,045

Less: Treasury stock – at cost

2026 – 8,546,225 shares

2025 – 8,546,225 shares

(218,131 )

Total Stockholders’ Equity

283,300

283,760

Total Liabilities and Stockholders’ Equity

$ 349,111

$ 341,997

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(UNAUDITED)

(Dollars in thousands, except per share data)

Three Months Ended

March 28, 2026

March 29, 2025

Net firearms sales

$ 140,896

$ 135,195

Net castings sales

460

543

Total net sales

141,356

135,738

Cost of products sold

113,278

105,843

Gross profit

28,078

29,895

Operating expenses:

Selling

9,356

9,413

General and administrative

20,671

12,010

Total operating expenses

30,027

21,423

Operating (loss) income

(1,949 )

8,472

Other income:

Interest income

801

1,038

Interest expense

(22 )

(16 )

Other income, net

1,096

253

Total other income, net

1,875

1,275

(Loss) income before income taxes

(74 )

9,747

Income taxes

(202 )

1,979

Net income and comprehensive income

$ 128

$ 7,768

Basic earnings per share

$ 0.01

$ 0.47

Diluted earnings per share

$ 0.01

$ 0.46

Weighted average number of common shares outstanding - Basic

15,945,349

16,623,214

Weighted average number of common shares outstanding - Diluted

16,247,380

16,850,956

Cash dividends per share

$ 0.08

$ 0.24

STURM, RUGER & COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Dollars in thousands)

Three Months Ended

March 28, 2026

March 29, 2025

Operating Activities

Net income

$ 128

$ 7,768

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

6,008

5,571

Stock-based compensation

737

1,146

Excess and obsolescence inventory reserve

(512 )

Gain on disposal of assets

(1 )

—

Deferred income taxes

592

(1,576 )

Changes in operating assets and liabilities:

Trade receivables

(8,410 )

(343 )

Inventories

11,144

5,740

Trade accounts payable and accrued expenses

4,116

(2,281 )

Contract liabilities with customers

714

789

Employee compensation and benefits

2,816

(5,023 )

Product liability

(22 )

(58 )

Prepaid expenses, other assets and other liabilities

1,440

(628 )

Cash provided by operating activities

18,750

11,145

Investing Activities

Property, plant and equipment additions

(4,791 )

(1,124 )

Net proceeds from the sale of assets

—

Purchases of short-term investments

(11,375 )

(36,288 )

Proceeds from maturities of short-term investments

4,037

39,580

Cash (used for) provided by investing activities

(12,128 )

2,168

Financing Activities

Remittance of taxes withheld from employees related to share-based compensation

(49 )

(178 )

Repurchase of common stock

—

(2,991 )

Dividends paid

(1,276 )

(3,992 )

Cash used for financing activities

(1,325 )

(7,161 )

Increase in cash and cash equivalents

5,297

6,152

Cash and cash equivalents at beginning of period

18,451

10,028

Cash and cash equivalents at end of period

$ 23,748

$ 16,180

Non-GAAP Financial Performance Measures

In an effort to provide investors

with additional information regarding its financial results, the Company refers to various United States generally accepted accounting

principles (“GAAP”) financial measures and three supplemental non-GAAP financial performance measures, Adjusted EBITDA, Adjusted

EBITDA margin, and adjusted diluted earnings per share (“Adjusted EPS”), which management believes provides useful information

to investors. These non-GAAP financial performance measures may not be comparable to similarly titled financial performance measures being

disclosed by other companies. In addition, the Company believes that these non-GAAP financial performance measures have limitations as

analytical tools, and, accordingly, should be considered in addition to, and not in lieu of, GAAP financial measures. The presentation

of Adjusted EBITDA should not be construed to imply that the Company’s future results will not be affected by unusual or non-recurring

items.

The Company believes that

Adjusted EBITDA and Adjusted EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying

business, as Adjusted EBITDA assists investors in comparing the Company’s performance across reporting periods on a consistent basis

by excluding items that the Company does not believe are indicative of its operating performance. The Company believes that this reporting

provides better transparency and comparability to its operating results. The Company uses both GAAP and non-GAAP financial measures to

evaluate the Company’s financial performance.

The Company defines Adjusted

EBITDA as earnings before interest, taxes, and depreciation and amortization (EBITDA), as further adjusted to eliminate the impact of

certain items that the Company does not consider indicative of its ongoing operating performance, as itemized below. Specifically, the

Company calculates Adjusted EBITDA by (i) adding the amount of interest expense, income tax expense, and depreciation and amortization

expenses that have been deducted from net income back into net income, (ii) subtracting the amount of interest income that was included

in net income from net income, (iii) subtracting income tax benefits, (iv) adding the amount of extraordinary cash and non-cash, non-operating

expenses, and (v) subtracting non-recurring income or non-recurring gains that do not contribute directly to management’s evaluation

of its operating results. The Company calculates Adjusted EBITDA margin by dividing Adjusted EBITDA by total net sales.

Adjusted EBITDA was $10.9

million for the three months ended March 28, 2026, a decrease of 23.9% from $14.3 million in the comparable prior year period.

The Company believes that

Adjusted EPS is useful to understanding its operating results and the ongoing performance of its underlying business by identifying unusual

and infrequent non-operating items that are not related to our ongoing operations and presenting our earnings independent of those items.

Non-GAAP Reconciliation – Adjusted EBITDA

Adjusted EBITDA

(Unaudited, dollars in thousands)

Three Months Ended

March 28, 2026

March 29, 2025

Net income

$ 128

$ 7,768

Income tax (benefit) expense

(202 )

1,979

Depreciation and amortization expense

6,008

5,571

Interest income

(801 )

(1,038 )

Interest expense

Stockholder rights costs (a)

3,200

—

Severance costs (b)

2,523

—

Adjusted EBITDA

$ 10,878

$ 14,296

Adjusted EBITDA margin

7.7%

10.5%

Net income margin

0.1%

5.7%

(a) Costs incurred in engaging with Beretta Holding S.A. (“Beretta”) on, amongst other things,

Beretta’s ownership of Company Common Stock, the Rights Plan, negotiations concerning potential strategic cooperation between the

Company and Beretta, and in engaging a proxy solicitation firm and preparing a preliminary proxy statement associated with the 2026 Annual

Meeting.

(b) Costs incurred associated with severance and related costs as part of an executed reduction-in-force as

part of broader efforts to structurally align the organization to strategic priorities and the future operating model and are not indicative

of ongoing operations

Non-GAAP Reconciliation – Adjusted EPS

Adjusted Diluted Earnings per Share

Adjusted diluted earnings

per share is defined as (i) net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits,

and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A,

integration and related costs, divided by (ii) the weighted average diluted common stock shares outstanding.

Three Months Ended

March 28, 2026

March 29, 2025

Diluted earnings per share

$ 0.01

$ 0.46

Stockholder rights costs

0.15

—

Severance costs

0.11

—

Adjusted diluted earnings per share

$ 0.27

$ 0.46

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

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Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

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- Definition

Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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