# Sturm Ruger & Co Inc: Form 10-K for the period ended Dec 31, 2025

- Company: [Sturm Ruger & Co Inc](/companies/rgr.md) (CIK 95029)
- Form: 10-K
- Filed: 2026-03-02
- Accepted by EDGAR: Mar 2, 2026, 16:06 ET
- Period: 2025-12-31
- Accession: 0001174947-26-000243
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/95029/000117494726000243/rgr-20251231.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/95029/000117494726000243/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-12-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-10-01 to 2025-12-31 | $151.1m | us-gaap:Revenues |
| Revenue | 12 months, 2025-01-01 to 2025-12-31 | $546.1m | us-gaap:Revenues |
| Cost of revenue | 12 months, 2025-01-01 to 2025-12-31 | $464.9m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-10-01 to 2025-12-31 | $27.0m | us-gaap:GrossProfit |
| Gross profit | 12 months, 2025-01-01 to 2025-12-31 | $81.2m | us-gaap:GrossProfit |
| Research and development | 12 months, 2025-01-01 to 2025-12-31 | $8.4m | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 12 months, 2025-01-01 to 2025-12-31 | −$12.3m | us-gaap:OperatingIncomeLoss |
| Interest expense | 12 months, 2025-01-01 to 2025-12-31 | $94.0k | us-gaap:InterestExpenseNonoperating |
| Income tax | 12 months, 2025-01-01 to 2025-12-31 | −$2.8m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-10-01 to 2025-12-31 | $3.5m | us-gaap:NetIncomeLoss |
| Net income | 12 months, 2025-01-01 to 2025-12-31 | −$4.4m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-10-01 to 2025-12-31 | $0.21 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 12 months, 2025-01-01 to 2025-12-31 | −$0.27 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-10-01 to 2025-12-31 | $0.22 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 12 months, 2025-01-01 to 2025-12-31 | −$0.27 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 12 months, 2025-01-01 to 2025-12-31 | 16,235,995 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 12 months, 2025-01-01 to 2025-12-31 | $54.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 12 months, 2025-01-01 to 2025-12-31 | $15.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 12 months, 2025-01-01 to 2025-12-31 | $10.1m | us-gaap:PaymentsOfDividends |
| Share repurchases | 12 months, 2025-01-01 to 2025-12-31 | $26.1m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-12-31 | $18.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-12-31 | $211.6m | us-gaap:AssetsCurrent |
| Total assets | at 2025-12-31 | $342.0m | us-gaap:Assets |
| Current liabilities | at 2025-12-31 | $54.7m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | at 2025-12-31 | $283.8m | us-gaap:StockholdersEquity |

## Business

As filed, 21,704 characters.

#### Company Overview

Sturm, Ruger & Company, Inc. and Subsidiaries (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Virtually all of the Company’s sales for the year ended December 31, 2025 were from the firearms segment, with less than 1% from the castings segment. Export sales represent approximately 5% of firearms sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic.

The Company has been in business since 1949 and was incorporated in its present form under the laws of Delaware in 1969. The Company primarily offers products in four industry product categories – rifles, pistols, shotguns, and revolvers. The Company’s firearms are sold through independent wholesale distributors, principally to the commercial sporting market.

The Company manufactures and sells investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in the firearms segment and has minimal sales to outside customers. The castings and MIM parts are sold to outside customers, either directly or through manufacturers’ representatives.

For the years ended December 31, 2025, 2024, and 2023, net sales attributable to the Company's firearms operations were $543.5 million, $532.6 million and $540.7 million. The balance of the Company's net sales for the aforementioned periods was attributable to its castings operations.

#### Firearms Products

The Company presently offers firearm products, under the “Ruger” name and trademark, in the following industry categories:

| Rifles |  | Revolvers |
| --- | --- | --- |
| · | Single-shot | · Single-action |
| · | Autoloading | · Double-action |
| · | Bolt-action |  |
| · | Modern sporting | **Shotguns** |
|  |  | · Over-under |
| **Pistols** |  |  |
| · | Rimfire autoloading |  |
| · | Centerfire autoloading |  |

In addition, the Company offers lever-action rifles under the “Marlin” name and trademark and bolt-action rifles under the “Glenfield” name and trademark.

Most firearms are available in several models based upon caliber, finish, barrel length, and other features.

#### Rifles

A rifle is a long gun with spiral grooves cut into the interior of the barrel to give the bullet a stabilizing spin after it leaves the barrel. Net sales of rifles by the Company accounted for $338.2 million, $310.2 million, and $306.8 million of total net sales for the years 2025, 2024, and 2023, respectively.

#### Pistols

A pistol is a handgun in which the ammunition chamber is an integral part of the barrel and which typically is fed ammunition from a magazine contained in the grip. Net sales of pistols by the Company accounted for $141.9 million, $135.3 million, and $131.4 million of revenues for the years 2025, 2024, and 2023, respectively.

#### Revolvers

A revolver is a handgun that has a cylinder that holds the ammunition in a series of chambers which are successively aligned with the barrel of the gun during each firing cycle. There are two general types of revolvers, single-action and double-action. To fire a single-action revolver, the hammer is pulled back to cock the gun and align the cylinder before the trigger is pulled. To fire a double-action revolver, a single trigger pull advances the cylinder and cocks and releases the hammer. Net sales of revolvers by the Company accounted for $39.2 million, $54.8 million, and $72.5 million of revenues for the years 2025, 2024, and 2023, respectively.

#### Shotguns

A shotgun is a long gun with a smooth barrel interior which fires lead or steel pellets. Sales of shotguns by the Company accounted for approximately $0.1 million of revenues for 2025. Shotgun sales were de minimis for 2024 and 2023.

#### Accessories

The Company also manufactures and sells accessories and replacement parts for its firearms. These sales accounted for $27.4 million, $33.3 million, and $30.0 million of total net sales for the years 2025, 2024, and 2023, respectively.

#### Castings Products

Net sales attributable to the Company’s casting operations (excluding intercompany transactions) accounted for $2.6 million, $3.0 million, and $3.0 million, for 2025, 2024, and 2023, respectively. These sales represented less than 1% of total net sales in each year.

### Manufacturing

#### Firearms

The Company produces some of its pistol models, most of its revolvers, and some of its rifle models at the Newport, New Hampshire facility. One model of revolver, one model of rifle, and most of the Company’s pistols are produced at the Prescott, Arizona facility. Some rifle models and pistol models are produced at the Mayodan, North Carolina facility. Some rifle models are manufactured at the Hebron, Kentucky facility, which was acquired in July 2025.

Many of the basic metal component parts of the firearms manufactured by the Company are produced by the Company's castings segment through precision investment casting and metal injection molding. See "Manufacturing- Investment Castings and Metal Injected Moldings" below for a description of these processes. The Company believes that investment castings and MIM parts provide greater design flexibility and result in component parts which are generally close to their ultimate shape and, therefore, require less machining than processes requiring machining a solid billet of metal to obtain a part. Through the use of investment castings and MIM parts, the Company endeavors to produce durable and less costly component parts for its firearms.

All assembly, inspection, and testing of firearms manufactured by the Company are performed at the Company's manufacturing facilities. Every firearm, including every chamber of every revolver manufactured by the Company, is test-fired prior to shipment.

#### Investment Castings and Metal Injection Moldings

To produce a product by the investment casting method, a wax model of the part is created and coated (“invested”) with several layers of ceramic material. The shell is then heated to melt the interior wax, which is poured off, leaving a hollow mold. To cast the desired part, molten metal is poured into the mold and allowed to cool and solidify. The mold is then broken off to reveal a near net shape cast metal part.

Metal injection molding is a three part powder metallurgy process by which a feedstock consisting of finely powdered metal and binders is processed through injection molding, debinding, and sintering equipment to produce steel, stainless steel, and alloy parts of complex shape and geometry. This process allows for high volume production while eliminating many of the wastes of traditional metal working methods, yielding net shape and near net shape parts.

### Marketing and Distribution

#### Firearms

The Company's firearms are primarily marketed through a network of federally licensed, independent wholesale distributors who purchase the products directly from the Company. They resell to federally licensed, independent retail firearms dealers who in turn resell to legally authorized end users. All retail purchasers are subject to a point-of-sale background check by law enforcement. These end users include sportsmen, hunters, people interested in self-defense, law enforcement and other governmental organizations, and gun collectors. Each domestic distributor carries the entire line of firearms manufactured by the Company for the commercial market. Currently, 13 distributors service the domestic commercial market, with an additional 26 distributors servicing the domestic law enforcement market and 44 distributors servicing the export market.

In 2025, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 27%; Sports South - 22%; and Davidson’s - 18%.

In 2024, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 28%; Sports South - 18%; and Davidson’s - 16%.

In 2023, the Company’s largest customers and the percent of firearms sales they represented were as follows: Lipsey’s – 24%; Davidson’s - 19%; and Sports South - 15%.

The Company employs 18 employees who service these distributors and call on retailers and law enforcement agencies. Because the ultimate demand for the Company's firearms comes from end users rather than from the independent wholesale distributors, the Company believes that the loss of any distributor would not have a material, long-term adverse effect on the Company, but may have a material adverse effect on the Company’s financial results for a particular period. The Company considers its relationships with its distributors to be satisfactory.

The Company also exports its firearms through a network of selected commercial distributors and directly to certain foreign customers, consisting primarily of law enforcement agencies and foreign governments. Foreign sales were 5%, 5%, and 6% of the Company’s consolidated net sales for 2025, 2024, and 2023, respectively.

#### Investment Castings and Metal Injection Moldings

The castings segment provides castings and MIM parts for the Company’s firearms segment. In addition, the castings segment produces some products for a number of customers in a variety of industries.

### Competition

#### Firearms

Competition in the firearms industry is intense and comes from both foreign and domestic manufacturers. While some of these competitors concentrate on a single industry product category such as rifles or pistols, many competitors manufacture products in two or three of the four categories (rifles, shotguns, pistols, and revolvers) and a few competitors manufacture products in all four categories. The principal methods of competition in the industry are product innovation, quality, availability, brand, and price. The Company believes that it can compete effectively with all of its present competitors.

#### Investment Castings and Metal Injection Moldings

There are a large number of investment castings and MIM manufacturers, both domestic and foreign, with which the Company competes. Competition varies by product type and end use. Companies offering alternative manufacturing methods, such as wire electric discharge machining (EDM) and computer numeric controlled (CNC) machining, also compete with the Company’s castings segment. Many of these competitors are larger corporations than the Company and have substantially greater financial resources, which could affect the Company’s ability to compete with them. The principal methods of competition in the industry are quality, price, and production lead time.

### Human Capital

The Company is an equal opportunity employer dedicated to the attraction, development, and retention of our employees by providing a preferred work environment that promotes and celebrates our core values of Integrity, Respect, Innovation and Teamwork. Our goal is to develop, motivate, retain and reward passionate and dedicated employees.

As of February 9, 2026, the Company employed approximately 1,780 full-time employees, approximately 30% of whom had at least ten years of service with the Company.

The Company attracts candidates and retains employees by offering competitive compensation packages, which include:

- Base wages,
- Profit sharing,
- Medical and welfare benefits,
- Holidays and other paid time off, and
- 401(k) plan participation and matching program.

The Company believes its compensation packages:

- Provide a base level of compensation to reflect an individual’s role and responsibilities,
- Recognize and reward employees for the Company’s success, and
- Provide for the safety, security and well-being of employees.

Our primary vehicle for human capital development is Ruger University, which has a mission to:

- Enhance the understanding of our industry, Company and culture,
- Strengthen the technical, interpersonal and leadership skills of each employee, and
- Allow employees to positively change their own lives while creating value for all Ruger stakeholders.

In addition to providing a competitive compensation package and emphasizing the development of employees, the Company retains its employees by maintaining a safe, responsible, and preferred workplace. The Company is committed to conducting business in conformance with the highest ethical standards and in compliance with all applicable legal and regulatory requirements. The “Code of Business Conduct and Ethics” and the “Corporate Compliance Program” are two active programs that guide the Company’s practices to achieve these goals.

### Research and Development

In 2025, 2024, and 2023, the Company spent approximately $8.4 million, $8.2 million, and $9.8 million, respectively, on research and development activities relating to new products and the improvement of existing products. Research and development expenses are included in costs of products sold. As of February 21, 2026, the Company had approximately 55 employees whose primary responsibilities were research and development activities.

### Patents and Trademarks

The Company owns various United States and foreign patents and trademarks which have been secured over a period of years and which expire at various times. It is the policy of the Company to apply for patents and trademarks whenever new products or processes deemed commercially valuable are developed or marketed by the Company. The Company deems its patents and trademarks to be valuable and therefore works to police and protect them.

### Environmental Matters

The Company is committed to achieving high standards of environmental quality and product safety, and strives to provide a safe and healthy workplace for its employees and others in the communities in which it operates. The Company has programs in place that monitor compliance with various environmental regulations. However, in the normal course of its manufacturing operations the Company is subject to governmental proceedings and orders pertaining to waste disposal, air emissions, and water discharges into the environment. These regulations are integrated into the Company’s manufacturing, assembly, and testing processes. The Company believes that it is generally in compliance with applicable environmental regulations and that the outcome of any environmental proceedings and orders will not have a material adverse effect on the financial position of the Company, but could have a material adverse effect on the financial results for a particular period.

### Information about our Executive Officers

Set forth below are the names, ages, and positions of the executive officers of the Company. Officers serve at the discretion of the Board of Directors of the Company.

| Name | Age | Position With Company |
| --- | ---: | --- |
| Christopher J. Killoy | 67 | President and Chief Executive Officer (until March 1, 2025) |
| Todd W. Seyfert | 56 | President and Chief Executive Officer (effective March 1, 2025) |
| Thomas A. Dineen | 57 | Senior Vice President, Treasurer, and Chief Financial Officer |
| Kevin B. Reid, Sr. | 65 | Vice President, General Counsel, and Corporate Secretary (until May 29, 2025) |
| Sarah F. Colbert | 45 | Senior Vice President, Corporate Secretary and General Counsel (effective May 29, 2025) |
| Shawn C. Leska | 54 | Senior Vice President of Sales and Product Strategy |
| Michael W. Wilson | 49 | Senior Vice President of Operations and Engineering |
| Robert J. Werkmeister, Jr. | 51 | Senior Vice President of Marketing and Customer Experience |
| Benjamin P. Quinn | 36 | Senior Vice President of Strategy and Business Development |
| Timothy M. Lowney | 62 | Vice President of Manufacturing Operations (until September 30, 2025) |

10

Christopher J. Killoy became President & Chief Executive Officer on May 9, 2017. Previously he served as President and Chief Operating Officer since January 1, 2014. Prior to that he served as Vice President of Sales and Marketing since November 27, 2006. Mr. Killoy originally joined the Company in 2003 as Executive Director of Sales and Marketing, and subsequently served as Vice President of Sales and Marketing from November 1, 2004 to January 25, 2005. Mr. Killoy stepped down as President & Chief Executive Officer on March 1, 2025 and served as a Special Advisor through his planned retirement from the Company in May 2025. Mr. Killoy currently serves on the Company’s Board of Directors.

Todd W. Seyfert became President & Chief Executive Officer on March 1, 2025. Previously, Mr. Seyfert served as the President of Segment Land Vehicles Americas at Dometic Group AB since January 2024. Prior to that Mr. Seyfert served as the Chief Executive Officer of FeraDyne Outdoors, LLC, a leading manufacturer of premium archery and hunting products from February 2016 through May 2023.

Thomas A. Dineen became Senior Vice President on July 10, 2017. Previously he served as Vice President since May 24, 2006. Prior to that he served as Treasurer and Chief Financial Officer since May 6, 2003 and had been Assistant Controller since 2001. Mr. Dineen joined the Company as Manager, Corporate Accounting in 1997.

Kevin B. Reid, Sr. became Vice President and General Counsel on April 23, 2008. Previously he served as the Company’s Director of Marketing from June 4, 2007. Mr. Reid joined the Company in July 2001 as an Assistant General Counsel. Mr. Reid stepped down as General Counsel, and Corporate Secretary as of May 29, 2025 and as Vice President on June 30, 2025 and will serve as Senior Counsel to the Company until his planned retirement from the Company on June 30, 2026.

Sarah F. Colbert became Senior Vice President, Corporate Secretary and General Counsel on February 11, 2026 after previously being appointed Vice President, Corporate Secretary, and General Counsel on May 29, 2025. She previously served as Vice President of Administration since June 1, 2017. Ms. Colbert has served the Company in various human resource and legal capacities since joining the Company in 2011.

Shawn C. Leska became Senior Vice President of Sales and Product Strategy on February 11, 2026. Previously, he served as Vice President of Sales and Product Strategy since July 16, 2025 and Vice President, Sales since November 6, 2015. Mr. Leska joined the Company in 1989 and has served in a variety of positions in the sales department. Most recently, Mr. Leska served as Director of Sales since 2011.

Michael W. Wilson became Senior Vice President of Operations and Engineering on February 11, 2026. Previously, he served as Vice President of New Product Development since May 21, 2025,

Vice President of Operations and Engineering since April 1, 2024 and Vice President of Operations for New Product Development, Product Engineering and Mayodan Manufacturing since June 15, 2023. Mr. Wilson joined the Company in July 2007.

Robert J. Werkmeister, Jr. became Senior Vice President of Marketing and Customer Experience on February 11, 2026. Mr. Werkmeister had served as the Company’s Vice President of Marketing and Customer Experience since July 11, 2025, Vice President of Marketing since joining the Company on June 1, 2017 and Director of Marketing since January 2013 as President and founder of Symbolic, Inc., a full-service marketing agency. While with Symbolic, Rob began working with Ruger as a client in 2002 and has been the primary strategic marketing driver for Ruger since 2007.

Benjamin P. Quinn was named Senior Vice President of Strategy and Business Development on February 11, 2026 after recently being appointed Vice President of Strategy and Business Development on April 14, 2025. Before joining Ruger, Mr. Quinn held high-impact roles at organizations such as United Airlines, Strategy& (PwC's global strategy consulting business), and most recently, as Director of Strategic Initiatives at Dometic Corporation.

#### Where You Can Find More Information

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and accordingly, files its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K, and other information with the Securities and Exchange Commission (the “SEC”). As an electronic filer, the Company's public filings are maintained on the SEC's website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.

The Company makes its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Definitive Proxy Statements, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act accessible free of charge through the Company's website after the Company has electronically filed such material with, or furnished it to, the SEC. The address of that website is http://www.ruger.com. However, such reports may not be accessible through the Company's website as promptly as they are accessible on the SEC’s website.

Additionally, the Company’s corporate governance materials, including its Corporate Governance Guidelines, the charters of the Audit, Compensation, and Nominating and Corporate Governance committees, and the Code of Business Conduct and Ethics may also be found under the “Investor Relations” subsection of the “Corporate” section of the Company’s website at http://www.ruger.com/corporate. A copy of the foregoing corporate governance materials is available upon written request to the Corporate Secretary at Sturm, Ruger & Company, Inc., 1 Lacey Place, Southport, Connecticut 06890.

## Risk factors

As filed, 21,364 characters.

The Company’s operations could be affected by various risks, many of which are beyond its control. Based on current information, the Company believes that the following identifies the most significant risk factors that could have a material, adverse effect on its business, operating results, and financial condition. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

In evaluating the Company’s business, the following risk factors, as well as other information in this report, should be carefully considered.

**Changes in government policies and firearms legislation could adversely affect the Company’s financial results.**

The sale, purchase, ownership, and use of firearms are subject to thousands of federal, state and local governmental regulations. The basic federal laws are the National Firearms Act, the Federal Firearms Act, and the Gun Control Act of 1968. Federal law generally prohibits the private ownership of fully automatic weapons manufactured after 1986 and places certain restrictions on the interstate sale of firearms unless certain licenses are obtained. The Company does not manufacture fully automatic weapons and holds all necessary licenses under these federal laws. If the scope of the National Firearms Act is expanded to regulate firearms currently regulated by the Gun Control Act, it could make acquisition of commonly owned and used firearms more expensive and complicated for consumers, which could have a material adverse impact on demand for Company products. Several states currently have laws in effect similar to the aforementioned legislation.

In 2005, Congress enacted the Protection of Lawful Commerce in Arms Act (“PLCAA”). The PLCAA was enacted to address abuses by cities and agenda-driven individuals who wrongly sought to make firearms manufacturers liable for legally manufactured and lawfully sold products if those products were later used in criminal acts. The Company believes the PLCAA merely codifies common sense and long standing tort principles. Several state legislatures have recently enacted laws specifically designed to circumvent the PLCAA. These laws define a firearm industry member’s failure to implement undefined “reasonable controls” to prevent criminal misuse of firearms as a public nuisance. This type of law is novel and untested, but if successfully used against the Company, could have a material adverse impact on the Company. If the PLCAA is repealed or continuing efforts to circumvent it are successful and lawsuits similar to those filed by cities and agenda-driven individuals in the late 1990s and early 2000s are allowed to proceed, it could have a material adverse impact on the Company.

Currently, federal and several states’ legislatures are considering additional legislation relating to the regulation of firearms, and a number of new laws have been enacted at the federal, state, and local level. Enacted legislation and proposed bills are numerous and extremely varied, but many seek to limit magazine capacity, restrict or ban the sale and, in some cases, the ownership of various types of firearms, or ban commonly owned firearms with certain features. Other legislation seeks to require new technologies, such as microstamping and so-called “smart gun” technology, which are not proven, reliable or feasible.

The Company believes that the lawful private ownership of firearms is guaranteed by the Second Amendment to the United States Constitution and that the widespread private ownership of firearms in the United States will continue. However, there can be no assurance that the regulation of firearms will not become more restrictive in the future and that any such restriction would not have a material adverse effect on the business of the Company. Numerous bills regulating the ownership of firearms have been proposed at the state and federal levels, and these bills propose a wide variety of restrictions including, for example, limiting the number of firearms that may be purchased in a specified time, increasing the age for ownership, imposing additional licensing or registration requirements, creating additional restrictions on certain, common firearm features, and levying new taxes on firearms and/or ammunition.

**The Company’s results of operations could be further adversely affected if legislation with diverse requirements is enacted.**

With literally thousands of laws being proposed at the federal, state and local levels, if even a small percentage of these laws are enacted and they are incongruent, the Company could find it difficult, expensive or even practically impossible to comply with them, impeding new product development and distribution of existing products.

### The Company’s results of operations could be adversely affected by litigation.

The Company faces risks arising from various asserted and unasserted litigation matters. These matters include, but are not limited to, assertions of allegedly defective product design or manufacture, alleged failure to warn, claimed unfair trade practices, purported class actions against firearms manufacturers, generally seeking relief such as medical expense reimbursement, property damages, and punitive damages arising from accidents involving firearms or the criminal misuse of firearms, and those lawsuits filed on behalf of municipalities alleging harm to the general public. Various factors or developments can lead to changes in current estimates of liabilities such as final adverse judgment, significant settlement or changes in applicable law. A future adverse outcome in any one or more of these matters could have a material adverse effect on the Company’s financial results. See Note 20 to the financial statements which are included in this Annual Report on Form 10-K.

### The Company relies upon relationships with financial institutions.

The Company utilizes the services of numerous financial institutions, including banks, insurance carriers, transfer agents, and others. Anti-gun politicians, gun-control activists, and others may target these institutions and attempt to pressure them into ceasing to do business with the Company, or to use financial relationships to impose unacceptable and improper restrictions on the Company’s business, which could have a material adverse impact on the Company’s business, operating results, and financial condition. The potential volatility of these relationships may also impact the Company’s decision making regarding the appropriate allocation of capital to be used for activities such as internal investment, share repurchases, and potential acquisitions.

### The Company’s insurance may be insufficient to protect us from claims or losses.

The Company maintains insurance coverage with third-party insurers and through a wholly-owned captive insurance company with respect to product liability claims, which the Company established in 2024. However, not every risk or liability is or can be protected by insurance, and, for those risks it insures, the limits of coverage it purchases, or that are reasonably obtainable in the market, or the funding level of the Company’s wholly-owned captive insurance company may not be sufficient to cover all actual losses or liabilities incurred. Moreover, there is a risk that commercially available liability insurance will not continue to be available to the Company at a reasonable cost, if at all. If liability claims or losses exceed the Company’s current or available insurance coverage, its business may be harmed.

**The Company’s results of operations could be adversely affected by a decrease in demand for Company products.**

If demand for the Company’s products decreases significantly, the Company would be unable to efficiently utilize its capacity, and profitability would suffer. Decreased demand could result from a macroeconomic downturn, or could be specific to the Company and/or the firearms industry as a result of social, political, or other factors. If the decrease in demand occurs abruptly, the adverse impact would be even greater.

**The financial health of the Company’s independent distributors is critical to its success.**

Over 90% of the Company’s sales are made to 13 federally licensed, independent wholesale distributors. The Company reviews its distributors’ financial statements and has credit insurance for many of them. However, the Company’s credit evaluations of distributors and credit insurance may not be completely effective, especially if higher interest rates continue to exact a financial strain. If one or more independent distributors experience financial distress or liquidity issues, the Company’s sales could be adversely affected and the Company may not be able to collect its accounts receivable on a timely basis, which would have an adverse impact on its operating results and financial condition.

**The Company must comply with various laws and regulations pertaining to workplace safety and environment, environmental matters, and firearms manufacturing.**

In the normal course of its manufacturing operations, the Company is subject to numerous federal, state and local laws and governmental regulations, and governmental proceedings and orders. These laws and regulations pertain to matters like workplace safety and environment, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. Noncompliance with any one or more of these laws and regulations could have a material adverse impact on the Company.

**Misconduct of the Company’s employees or contractors could cause the Company to lose customers and could have a significant adverse impact on its business and reputation.**

Misconduct, fraud or other improper activities by the Company’s employees or contractors could have a material adverse impact on its business and reputation. Such misconduct could include the failure to comply with federal, state, local or foreign government procurement regulations, regulations regarding the protection of personal information, laws and regulations relating to antitrust and any other applicable laws or regulations.

### Product quality and performance is important to the Company’s success.

The Company has a long history of producing rugged, reliable firearms for the commercial market. While the Company believes its record of designing, manufacturing, and selling high-quality products demonstrates its commitment to safety and quality, the Company has occasionally identified design and/or manufacturing issues with respect to some firearms and, as a result, issued a product safety bulletin or initiated a product recall. Depending upon the volume of products the Company has shipped into the market, any future recall or safety bulletin could harm its reputation, cause the Company to lose business, and cause the Company to incur significant support and repair costs.

**The ability to develop and produce new products is important to the Company’s success.**

The Company has a long history of designing, engineering, and manufacturing innovative new products. These new products help to drive growth, excitement, and profitability and have historically allowed the Company to refrain from having to extend some of the aggressive promotions, discounts, rebates, and the extension of payment terms offered by its competitors. While the Company believes it has a strong record of designing, manufacturing, and selling new, high-quality products, failure to continue to do so in the future could harm its reputation, cause the Company to lose business, and cause the Company to incur significant promotional costs, which would have an adverse impact on its operating results and financial condition.

### The Company may be impacted by the actions of its competitors.

The Company remains focused on the long-term goal of creating shareholder value. Its disciplined pricing and promotion strategy may not always benefit current period sales and profitability, but endeavors to enhance its long-term performance and promote consistency throughout the distribution channel. Allowing both independent distributors and retailers to confidently invest in its inventory is essential to the Company’s long-term success and leadership in the volatile firearms market. However, the aggressive promotions, discounts, rebates, and the extension of payment terms offered by its competitors could negatively impact the Company’s market share, which would have an adverse impact on its operating results and financial condition.

**Business disruptions at one of the Company’s manufacturing facilities could adversely affect the Company’s financial results.**

The Newport, New Hampshire, Prescott, Arizona, Mayodan, North Carolina, Hebron, Kentucky, and Earth City, Missouri facilities are critical to the Company’s success. These facilities house the Company’s principal production, research, development, engineering, design, and shipping operations. Any event that causes a disruption of the operation of any of these facilities for even a relatively short period of time could have a material adverse effect on the Company’s ability to produce and ship products and to provide service to its customers.

**The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of operations.**

Cybersecurity threats are significant and evolving and include, among others, malicious software, attempts to gain unauthorized access to data, ransomware, social engineering technologies and other electronic security breaches that could lead to disruptions in mission critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. In addition to security threats, the Company is also subject to other systems failures, including network, software or hardware failures, whether caused by the Company, third-party service providers, cloud platforms, software vendors, vulnerabilities, natural disasters, power shortages, terrorist attacks or other events. The unavailability of the Company’s information or communications systems, the failure of these systems to perform as anticipated or any significant breach of data security could cause loss of data, disrupt Company operations, lead to financial losses from remedial actions, require significant management attention and resources, expose the Company to legal claims, regulatory investigations, penalties, compliance costs, and negatively impact the Company’s reputation among its customers and the public, which could have a negative impact on the Company’s financial condition, results of operations and liquidity.

**The lack of available raw materials or component parts could disrupt or even cease the Company’s manufacturing operations. Even if manufacturing operations are not disrupted, increased costs of raw materials and component parts could adversely affect the Company’s financial results.**

Third parties supply the Company with various raw materials for its firearms and castings, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. If market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.

**The Company relies primarily on third parties for transportation of the products it manufactures as well as delivery of its raw materials.**

Any increase in the cost of the transportation of the Company’s raw materials or products, as a result of increases in fuel or labor costs, higher demand for logistics services, consolidation in the transportation industry or otherwise, increased restrictions on the transportation of firearms, may adversely affect its results of operations. If any of these providers were to fail to deliver raw materials to the Company in a timely manner, the Company may be unable to manufacture and deliver its products in a timely manner. In addition, if any of these third parties were to cease operations or cease doing business with the Company, the Company may be unable to replace them at a reasonable cost. And such failure of a third-party transportation provider could harm the Company’s reputation, negatively affect its customer relationships and have a material adverse effect on its financial position and results of operations.

**Availability and retention of the Company’s labor force, especially its key management, is critical to the success of the Company.**

The Company has observed an overall tightening and increasingly competitive labor market, which could inhibit its ability to recruit and retain the employees it requires and could lead to increased costs, such as additional overtime to meet demand and increased wages and benefits to attract and retain employees. The Company relies on the knowledge, experience, and leadership skills of its senior management team. The Company’s senior executives are generally not bound by employment agreements. The loss of the services of one or more of the Company’s senior executives or other key personnel could have a significant adverse impact on its business.

The Company’s business may be adversely affected by tariffs, trade sanctions or similar government actions.

The actual or threatened imposition of tariffs, sanctions or other restrictions on goods exported from the United States or imported into the United States, or countermeasures imposed in response to such government actions, could increase the Company’s cost of products sold or reduce its ability to sell products globally, which may adversely affect its operating results and financial condition. While the Company sources the majority of its materials domestically, the imposition of tariffs could lead to increased demand and pricing on domestic materials, which could result in an increase to the Company’s cost of products sold and a reduction in its gross margin. So far, these new tariffs and trade policies have not had a significant impact on the Company’s business operations and financial results. However, there is no guarantee that the Company can avoid the impact of tariff and related economic effects in the future, and these trade measures and retaliations may directly impair its business by increasing trade-related costs or disrupting established supply chains.

**The Company’s Rights Plan could discourage, delay, or prevent a change in control over us and may affect the trading price of our Common Stock.**

On October 14, 2025, the Company’s Board of Directors approved the adoption of the Rights Plan and authorized and declared a dividend of one common stock purchase right (a “Right”) for each share of Common Stock outstanding at the close of business on October 24, 2025 and that may become outstanding between such date and the Distribution Date (as defined in the Rights Plan) or the earlier Expiration Date (as defined in the Rights Plan). If the Rights become exercisable, all holders of Rights (other than the person or group triggering the Rights Plan, whose Rights would become void) will be entitled to acquire shares of Common Stock at a 50% discount to the then-current market price or the Company may exchange each Right held by such holders for one share of Common Stock. The Rights Plan may discourage, delay, or prevent a change of control or acquisition of the Company, even if such action may be considered beneficial by some stockholders of the Company, and could limit the price that investors would be willing to pay in the future for the Company’s Common Stock. The foregoing summary of the Rights Plan is qualified in its entirety by the Rights Plan.

**The Company’s business could be negatively affected as a result of actions of activist stockholders, and such activism could adversely affect the strategic direction and business results of the Company.**

Publicly traded companies are increasingly subject to activist stockholders advocating corporate actions such as operational, governance, management or social changes, financial restructurings, increased borrowings, special dividends, stock repurchases, or sales of assets or entire companies to third parties or to the activist stockholders themselves. The Company has been and may continue to be subject to actions from activist stockholders or others that may not align with its business strategies or may not be in the best interests of all of its stockholders. Actions taken by the Company’s Board of Directors and management in seeking to maintain constructive engagement with certain stockholders may not be successful to prevent the occurrence of stockholder activist campaigns or changes that adversely affect the strategic direction or business results of the Company.

## Cybersecurity

As filed, 4,281 characters.

### Risk management and strategy

The Company has processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes are integrated into the Company’s overall risk management systems, as overseen by the Company’s Board of Directors. These processes also include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. The Company conducts security assessments of certain third-party providers before engagement and has established monitoring procedures in its effort to mitigate risks related to data breaches or other security incidents originating from third parties. The Company from time to time engages third-party consultants, legal advisors, and audit firms in evaluating and testing the Company’s risk management systems and assessing and remediating certain potential cybersecurity incidents as appropriate.

The Company has an Information Security Program (“Program”) to protect personal and proprietary information in compliance with applicable federal and state requirements. The Program is designed to:

- Ensure the security and confidentiality of employee and customer personal information and Company proprietary information;
- Protect against anticipated threats or hazards to the security or integrity of such information; and
- Protect against unauthorized access to, use of, or transfer of such information in a manner that could harm or inconvenience the Company, employees or customers.

For more information about these risks, see the risk factor titled “The Company relies on its information and communications systems in its operations. Security breaches and other disruptions could adversely affect its business and results of operations” under Item 1A.

### Governance

The Board recognizes that oversight of risk management is an important function and, for that reason, created the Risk Oversight Committee in 2010. Since that time, the Board has received regular reports from the Risk Oversight Committee and senior management in areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, reputational and industry-related risks. The Risk Oversight Committee and the full Board reviewed and discussed these reports with the goal of overseeing the identification and management of, and the development of mitigation strategies for, these risks.

As part of its ongoing evaluation of Board efficacy and structure, the Board carefully considered this model for evaluating and managing risk. Among other things, the Board observed that, typically, the entire Board was present for meetings of the Risk Oversight Committee and participated in risk discussions, rendering further discussions at Board meetings largely redundant. Accordingly, the Board decided to dissolve the Risk Oversight Committee and since then, the Board holds these discussions with management in connection with regular Board meetings with the continued goal of overseeing the identification and management of, and the development of mitigation strategies for, these risks. The Board believes that this approach promotes efficiency and helps ensure participation by all Directors. The Company’s Board of Directors regularly receives reports from management, including senior information technology (“IT”) leadership, and third parties on cybersecurity matters as part of the Company’s overall enterprise risk management program.

Senior IT leaders are responsible for developing appropriate cybersecurity programs, including as may be required by applicable law or regulation. These individuals’ expertise in IT and cybersecurity generally has been gained from a combination of education, including relevant degrees and/or certifications, and work experience. They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above.

Information regarding cybersecurity risks may be elevated by IT leadership through a variety of channels, including discussions between or among key leaders and Company management and reports to the Company’s Board of Directors and/or certain Board committees.

## Properties

As filed, 1,366 characters.

The Company’s manufacturing operations are carried out at five facilities. The following table sets forth certain information regarding each of these facilities:

|  | Approximate Aggregate Usable Square Feet | Status | Segment |
| --- | ---: | --- | --- |
| Newport, New Hampshire | 350,000 | Owned | Firearms/Castings |
| Prescott, Arizona | 230,000 | Leased | Firearms |
| Mayodan, North Carolina | 220,000 | Owned | Firearms |
| Hebron, Kentucky | 65,000 | Owned | Firearms |
| Earth City, Missouri | 35,000 | Leased | Castings |

Each firearms facility contains enclosed ranges for testing firearms. The lease of the Prescott facility provides for rental payments which are approximately equivalent to estimated rates for real property taxes.

The Company has other facilities that were not used in its manufacturing operations in 2025:

|  | Approximate Aggregate Usable Square Feet | Status | Segment |
| --- | ---: | --- | --- |
| Southport, Connecticut | 25,000 | Owned | Corporate |
| Newport, New Hampshire (Dorr Woolen Building) | 45,000 | Owned | Firearms |
| Enfield, Connecticut | 10,000 | Leased | Firearms |
| Mayodan, North Carolina | 225,000 | Owned | Firearms |

There are no mortgages or any other major encumbrance on any of the real estate owned by the Company.

The Company’s principal executive offices are located in Southport, Connecticut.

## Legal proceedings

As filed, 985 characters.

The nature of the legal proceedings against the Company is discussed at Note 20 to the financial statements, which are included in this Form 10-K.

The Company has reported all cases instituted against it through September 27, 2025, and the results of those cases, where terminated, to the SEC on its previous Form 10-Q and 10-K reports, to which reference is hereby made.

There was one lawsuit formally instituted against the Company during the three months ending December 31, 2025. *Thorne v. Sturm, Ruger & Company, Inc.* was served on November 13, 2025 and is pending in the District Court of the Fifth Judicial District of the State of Idaho, In and For the County of Twin Falls.

During the three months ending December 31, 2025, the previously reported case of *Jones v. Sturm, Ruger & Company, Inc.* was dismissed by the trial court following confirmation of a settlement. In addition, the previously reported case of *Willeford v. Sturm, Ruger & Company* was also dismissed.

## Management's discussion and analysis

As filed, 45,018 characters.

#### Company Overview

Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms. Export sales represent approximately 5% of total sales. The Company’s design and manufacturing operations are located in the United States and almost all product content is domestic. The Company’s firearms are sold through a select number of independent wholesale distributors, principally to the commercial sporting market.

The Company also manufactures investment castings made from steel alloys and metal injection molding (“MIM”) parts for internal use in its firearms and for sale to unaffiliated, third-party customers. Less than 1% of sales are from the castings segment.

### Results of Operations - 2025

#### Product Demand

The estimated sell-through of the Company’s products from the independent distributors to retailers in 2025 increased 5% from 2024. In 2025, adjusted NICS decreased 4% from 2024. The increase in the sell-through of the Company’s products despite the decrease in adjusted NICS background checks may be attributable to new product introductions, like the Ruger American Rifle Generation II bolt-action rifles, the Marlin lever-action rifles, Glenfield and Harrier rifles, and the RXM pistol, which helped offset aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.

Estimated sell-through from distributors to retailers and total adjusted NICS background checks:

|  | 2025 | 2024 | 2023 |
| --- | ---: | ---: | ---: |
| Estimated Units Sold from Distributors to Retailers (1) | 1,537,600 | 1,471,300 | 1,406,600 |
| Total Adjusted NICS Background Checks (2) | 14,612,300 | 15,239,000 | 15,848,000 |

(1) The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they:

- Rely on data provided by independent distributors that are not verified by the Company,
- Do not consider potential timing issues within the distribution channel, including goods-in-transit, and
- Do not consider fluctuations in inventory at retail.

(2) NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons.

The adjusted NICS data presented above was derived by the NSSF by subtracting NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases.

Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.

#### Orders Received and Ending Backlog

The Company uses the estimated unit sell-through of its products from the independent distributors to retailers, along with inventory levels at the independent distributors and at the Company, as the key metrics for planning production levels.

The units ordered, value of orders received and ending backlog, net of Federal Excise Tax, for the trailing three years are as follows (dollars in millions, except average sales price):

|  | 2025 | 2024 | 2023 |
| --- | ---: | ---: | ---: |
| Orders Received | $515.8 | $533.3 | $433.8 |
| Average Sales Price of Orders Received | $322 | $377 | $374 |
| Ending Backlog | $285.0 | $252.9 | $229.0 |
| Average Sales Price of Ending Backlog | $524 | $568 | $522 |

#### Production

The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company, to plan production levels and manage inventories. These reviews resulted in an increase in total unit production of 6% in 2025 compared to 2024.

#### Annual Summary Unit Data

Firearms unit data for orders, production, and shipments follows:

|  | 2025 | 2024 | 2023 |
| --- | ---: | ---: | ---: |
| Units Ordered | 1,602,700 | 1,414,300 | 1,159,000 |
| Units Produced | 1,456,300 | 1,379,500 | 1,398,200 |
| Units Shipped | 1,504,000 | 1,407,800 | 1,367,500 |
| Average Sales Price | $364 | $377 | $395 |
| Units – Backlog | 543,900 | 445,300 | 438,800 |

#### Inventories

The Company’s finished goods inventory decreased by 47,700 units during 2025, while distributor inventories of the Company’s products decreased by 33,500 units during the same period.

Inventory data follows:

|  | 2025 | 2024 | 2023 |
| --- | ---: | ---: | ---: |
| Units – Company Inventory | 67,500 | 115,200 | 143,500 |
| Units – Distributor Inventory (3) | 162,300 | 195,800 | 259,300 |
| Total inventory (4) | 229,800 | 311,000 | 402,800 |

(3) Distributor ending inventory as provided by the independent distributors of the Company’s products. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors.

(4) This total does not include inventory at retailers. The Company does not have access to data on retailer inventories.

#### Year ended December 31, 2025, as compared to year ended December 31, 2024:

#### Net Sales, Cost of Products Sold, and Gross Profit

Net sales, cost of products sold, and gross profit data for the year ended December 31, (dollars in millions):

|  | 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net firearms sales | $543.5 | $532.6 | $10.9 | 2.0% |
| Net casting sales | 2.6 | 3.0 | (0.4) | (14.9)% |
| Total net sales | 546.1 | 535.6 | 10.5 | 1.9% |
| Cost of products sold | 464.9 | 421.2 | 43.7 | 10.4% |
| Gross profit | $81.2 | $114.4 | $(33.2) | (29.1)% |
| Gross margin | 14.9% | 21.4% | (6.5)% | (30.4)% |

Firearms sales increased 2%, driven by a 7% increase in unit shipments, partially offset by the $5.7 million reduction related to the close out of 67,000 units of discontinued models in the second quarter of 2025. New products represented $169.5 million or 33% of firearms sales in 2025, an increase from $159.3 million or 32% of firearms sales in 2024. New product sales include only major new products that were introduced in the past two years. In 2025, new products included the RXM pistol, American Centerfire Rifle Generation II, Marlin 1894 lever-action rifles, Glenfield rifles, Harrier rifles, and the Ruger Red Label Shotgun, as well as the Super Wrangler revolver, which was only included for a portion of the year.

The decreased gross profit for the year ended December 31, 2025 is attributable to inventory rationalization write-offs and the aforementioned sales reductions taken in the second quarter of 2025, $4.3 million of operating costs at the new Hebron facility that was acquired in July, increased

costs associated with material and technology, a product mix shift toward products with relatively lower margins that remain in relatively stronger demand and increased sales promotional expenses, partially off-set by favorable deleveraging of fixed costs resulting from increased production.

The decrease in gross margin for the year ended December 31, 2025 is attributable to the aforementioned factors.

#### Selling, General and Administrative

Selling and general and administrative expenses data for the year ended December 31, (dollars in millions):

|  | 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Selling expenses | $39.1 | $38.8 | $0.3 | 0.8% |
| General and administrative expenses | 54.2 | 44.0 | 10.2 | 23.2% |
| Other operating expenses | 0.2 | — | 0.2 | 100.0% |
| Total operating expenses | $93.5 | $82.8 | $10.7 | 12.9% |

Selling expenses for the year ended December 31, 2025 were substantially unchanged from 2024, as increases in promotional and marketing initiatives was largely offset by decreases in spending on industry shows, personnel costs, and shipping expenses.

The increase in general and administrative expenses for the year ended December 31, 2025 was primarily attributable to expenses incurred due to the Company’s leadership transition and organizational realignment, as well as increased information technologies related expenses and professional fees associated with the purchase of the Anderson Manufacturing assets and the implementation of the Rights Plan.

#### Operating (Loss) Income

Operating loss was $12.3 million or 2.3% of sales in 2025. This is a decrease of $43.9 million from 2024 operating income of $31.6 million or 5.9% of sales.

#### Other Operating Income (Expense), Net

Other income data for the year ended December 31, (dollars in millions):

|  | 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Royalty income | $1.4 | $0.8 | $0.6 | 63.5% |
| Interest income | 3.2 | 4.9 | (1.7) | (33.3)% |
| Interest expense | (0.1) | (0.1) | — | (7.8)% |
| Other income, net | 0.6 | 0.5 | 0.1 | 18.9% |
| Other income | $5.1 | $6.1 | $(1.0) | (16.1)% |

29

The decrease in other income for the year ended December 31, 2025 was primarily the result of decreases in interest income due to decreased interest rates earned on short-term investments and other income, partially offset by increased royalty income.

#### Income Taxes and Net Income

The effective income tax rate was 38.7% in 2025 and 19.1% in 2024. The Company's 2025 and 2024 effective tax rates differ from the statutory federal tax rate due principally to research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation.

As a result of the foregoing factors, consolidated net loss was $4.4 million in 2025. This represents a decrease of $35.0 million from 2024 consolidated net income of $30.6 million.

### Non-GAAP Financial Measure

In an effort to provide investors with additional information regarding its results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and two non-GAAP financial measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA and EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. 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 its financial performance.

Non-GAAP Reconciliation – EBITDA

#### EBITDA

#### (Unaudited, dollars in thousands)

| Year ended December 31, | 2025 | 2024 |
| --- | ---: | ---: |
| Net (loss) income | $(4,391) | $30,563 |
| Inventory rationalization | 17,002 | — |
| Income tax (benefit) expense | (2,770) | 7,212 |
| Depreciation and amortization expense | 22,871 | 22,063 |
| Interest expense | 94 | 102 |
| Interest income | (3,259) | (4,885) |
| EBITDA | $29,547 | $55,055 |
| EBITDA margin | 5.4% | 10.3% |
| Net income margin | (0.8)% | 5.7% |

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by 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, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company’s EBITDA calculation also excludes certain non-recurring, non-cash, non-operating expenses.

#### Quarterly Data

To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:

|  | 2025 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Units Ordered | 550,300 | 286,500 | 355,900 | 410,000 |
| Units Produced | 357,800 | 344,900 | 381,600 | 372,000 |
| Units Shipped | 424,400 | 361,500 | 361,400 | 356,700 |
| Estimated Units Sold from Distributors to Retailers | 478,800 | 370,600 | 328,500 | 364,700 |
| Total Adjusted NICS BackgroundChecks | 4,294,600 | 3,249,000 | 3,251,000 | 3,817,000 |
| Average Unit Sales Price | $355 | $336 | $349 | $379 |
| Units – Backlog | 543,900 | 418,000 | 493,100 | 498,600 |
| Units – Company Inventory | 67,500 | 134,100 | 150,700 | 130,500 |
| Units – Distributor Inventory (5) | 162,300 | 211,700 | 220,700 | 187,900 |

|  | 2024 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Units Ordered | 374,300 | 316,900 | 250,500 | 472,600 |
| Units Produced | 364,300 | 330,300 | 370,400 | 314,500 |
| Units Shipped | 398,700 | 327,400 | 336,300 | 345,400 |
| Estimated Units Sold from Distributors to Retailers | 410,500 | 336,300 | 327,800 | 396,700 |
| Total Adjusted NICS BackgroundChecks | 4,460,000 | 3,432,000 | 3,364,000 | 3,983,000 |
| Average Unit Sales Price | $364 | $371 | $386 | $394 |
| Units – Backlog | 445,300 | 469,700 | 480,200 | 566,000 |
| Units – Company Inventory | 115,200 | 149,600 | 146,700 | 112,600 |
| Units – Distributor Inventory (5) | 195,800 | 207,600 | 216,500 | 208,000 |

(5) Distributor ending inventory as provided by the independent distributors of the Company’s products.

#### Orders Received and Ending Backlog

(in millions except average sales price, net of Federal Excise Tax)

|  | 2025 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Orders Received | $160.2 | $87.9 | $113.7 | $154.0 |
| Average Sales Price of Orders Received | $322 | $307 | $319 | $376 |
| Ending Backlog | $285.0 | $227.0 | $263.1 | $275.2 |
| Average Sales Price of Ending Backlog | $524 | $543 | $534 | $552 |

|  | 2024 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Orders Received | $126.3 | $109.4 | $99.5 | $198.2 |
| Average Sales Price of Orders Received | $337 | $345 | $397 | $419 |
| Ending Backlog | $252.9 | $268.7 | $272.2 | $296.2 |
| Average Sales Price of Ending Backlog | $568 | $572 | $567 | $523 |

#### Fourth Quarter Net Sales and Gross Profit Analysis

Net sales, cost of products sold, and gross profit data for the three months ended December 31, (dollars in millions):

|  | 2025 | 2024 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net firearms sales | $150.6 | $145.3 | $5.3 | 3.7% |
| Net casting sales | 0.5 | 0.5 | — | (7.0)% |
| Total net sales | 151.1 | 145.8 | 5.3 | 3.6% |
| Cost of products sold | 124.1 | 112.6 | 11.5 | 10.2% |
| Gross profit | $27.0 | $33.2 | $(6.2) | (18.8)% |
| Gross margin | 17.8% | 22.8% | (5.0)% | (21.9)% |

33

### Results of Operations - 2024

#### Year ended December 31, 2024, as compared to year ended December 31, 2023

#### Annual Summary Unit Data

Firearms unit data for orders, production, shipments and ending inventory, and castings setups (a measure of foundry production) are as follows:

|  | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Units Ordered | 1,414,300 | 1,159,000 | 1,083,800 |
| Units Produced | 1,379,500 | 1,398,200 | 1,733,200 |
| Units Shipped | 1,407,800 | 1,367,500 | 1,641,000 |
| Average Sales Price | $377 | $395 | $362 |
| Units – Backlog | 445,300 | 438,800 | 647,300 |
| Units – Company Inventory | 115,200 | 143,500 | 112,800 |
| Units – Distributor Inventory (1) | 195,800 | 259,300 | 298,400 |

#### Orders Received and Ending Backlog

(in millions except average sales price, net of Federal Excise Tax):

|  | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Orders Received | $533.3 | $433.8 | $451.2 |
| Average Sales Price of Orders Received (2) | $377 | $374 | $416 |
| Ending Backlog | $252.9 | $229.0 | $314.4 |
| Average Sales Price of Ending Backlog (2) | $568 | $522 | $486 |

(1) Distributor ending inventory as provided by the independent distributors of the Company’s products.

(2) Average sales price for orders received and ending backlog is net of Federal Excise Tax of 10% for handguns and 11% for long guns.

#### Product Demand

The estimated sell-through of the Company’s products from the independent distributors to retailers in 2024 increased 5% from 2023. In 2024, adjusted NICS decreased 4% from 2023. The increase in the sell-through of the Company’s products despite the decrease in adjusted NICS background checks may be attributable to new product introductions, like the Ruger American Rifle Generation II bolt-action rifles, the Marlin lever-action rifles, and the RXM pistol, which helped offset aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.

Estimated sell-through from distributors to retailers and total adjusted NICS background checks:

|  | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Estimated Units Sold from Distributors to Retailers (1) | 1,471,300 | 1,406,600 | 1,506,800 |
| Total Adjusted NICS Background Checks (2) | 15,239,000 | 15,848,000 | 16,425,000 |

(1) The estimates for each period were calculated by taking the beginning inventory at the distributors, plus shipments from the Company to distributors during the period, less the ending inventory at distributors. These estimates are only a proxy for actual market demand as they:

- Rely on data provided by independent distributors that are not verified by the Company,
- Do not consider potential timing issues within the distribution channel, including goods-in-transit, and
- Do not consider fluctuations in inventory at retail.

(2) NICS background checks are performed when the ownership of most firearms, either new or used, is transferred by a Federal Firearms Licensee. NICS background checks are also performed for permit applications, permit renewals, and other administrative reasons.

The adjusted NICS data presented above was derived by the NSSF by subtracting NICS checks that are not directly related to the sale of a firearm, including checks used for concealed carry (“CCW”) permit application checks as well as checks on active CCW permit databases.

Adjusted NICS data can be impacted by changes in state laws and regulations and any directives and interpretations issued by governmental agencies.

#### Production

The Company reviews the estimated sell-through from the independent distributors to retailers, as well as inventory levels at the independent distributors and at the Company, to plan production levels and manage inventories. These reviews resulted in a decrease in total unit production of 1% in 2024 compared to 2023.

#### Inventories

The Company’s finished goods inventory decreased by 28,300 units during 2024, while distributor inventories of the Company’s products decreased by 63,500 units during the same period.

Inventory data follows:

|  | 2024 | 2023 | 2022 |
| --- | ---: | ---: | ---: |
| Units – Company Inventory | 115,200 | 143,500 | 112,800 |
| Units – Distributor Inventory (3) | 195,800 | 259,300 | 298,400 |
| Total inventory (4) | 311,000 | 402,800 | 411,200 |

(3) Distributor ending inventory as provided by the independent distributors of the Company’s products. These numbers do not include goods-in-transit inventory that has been shipped from the Company but not yet received by the distributors.

(4) This total does not include inventory at retailers. The Company does not have access to data on retailer inventories.

#### Quarterly Data

To supplement the summary annual unit data and discussion above, the same data for the last eight quarters follows:

|  | 2024 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Units Ordered | 374,300 | 316,900 | 250,500 | 472,600 |
| Units Produced | 364,300 | 330,300 | 370,400 | 314,500 |
| Units Shipped | 398,700 | 327,400 | 336,300 | 345,400 |
| Estimated Units Sold from Distributors to Retailers | 410,500 | 336,300 | 327,800 | 396,700 |
| Total Adjusted NICS Background Checks | 4,460,000 | 3,432,000 | 3,364,000 | 3,983,000 |
| Average Unit Sales Price | $364 | $371 | $386 | $394 |
| Units – Backlog | 445,300 | 469,700 | 480,200 | 566,000 |
| Units – Company Inventory | 115,200 | 149,600 | 146,700 | 112,600 |
| Units – Distributor Inventory (5) | 195,800 | 207,600 | 216,500 | 208,000 |

|  | 2023 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Units Ordered | 316,600 | 176,300 | 258,100 | 408,000 |
| Units Produced | 305,200 | 324,500 | 387,500 | 381,000 |
| Units Shipped | 337,800 | 308,400 | 336,400 | 384,900 |
| Estimated Units Sold from Distributors to Retailers | 384,700 | 307,400 | 323,000 | 391,500 |
| Total Adjusted NICS Background Checks | 4,742,000 | 3,284,000 | 3,654,000 | 4,168,000 |
| Average Unit Sales Price | $383 | $390 | $422 | $387 |
| Units – Backlog | 438,800 | 460,000 | 592,100 | 670,400 |
| Units – Company Inventory | 143,500 | 176,100 | 160,000 | 108,900 |
| Units – Distributor Inventory (5) | 259,300 | 306,200 | 305,200 | 291,800 |

(5) Distributor ending inventory as provided by the independent distributors of the Company’s products.

#### Orders Received and Ending Backlog

(in millions except average sales price, net of Federal Excise Tax)

|  | 2024 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Orders Received | $126.3 | $109.4 | $99.5 | $198.2 |
| Average Sales Price of Orders Received | $337 | $345 | $397 | $419 |
| Ending Backlog | $252.9 | $268.7 | $272.2 | $296.2 |
| Average Sales Price of Ending Backlog | $568 | $572 | $567 | $523 |

|  | 2023 Q4 | Q3 | Q2 | Q1 |
| --- | ---: | ---: | ---: | ---: |
| Orders Received | $116.7 | $58.8 | $102.1 | $156.2 |
| Average Sales Price of Orders Received | $369 | $334 | $396 | $383 |
| Ending Backlog | $229.0 | $234.8 | $293.7 | $327.3 |
| Average Sales Price of Ending Backlog | $522 | $510 | $496 | $488 |

#### Net Sales, Cost of Products Sold, and Gross Profit

Net sales, cost of products sold, and gross profit data for the year ended December 31, (dollars in millions):

|  | 2024 | 2023 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Net firearms sales | $532.6 | $540.7 | $(8.1) | (1.5)% |
| Net casting sales | 3.0 | 3.0 | 0.0 | 0.5% |
| Total net sales | 535.6 | 543.7 | (8.1) | (1.5)% |
| Cost of products sold | 421.2 | 410.1 | 11.1 | 2.7% |
| Gross profit | $114.4 | $133.6 | $(19.2) | (14.4)% |
| Gross margin | 21.4% | 24.6% | (3.2)% | (13.0)% |

Firearms sales decreased 2% and unit shipments increased 3%, respectively, in 2024. New products represented $159.3 million or 32% of firearms sales in 2024, an increase from $119.0 million or 23% of firearms sales in 2023. New product sales include only major new products that were introduced in the past two years. In 2024, new products included the RXM pistol, American Centerfire Rifle Generation II, Marlin 1894 lever-action rifles, Security-380 pistol, Super Wrangler revolver, LC Carbine, and the Small-Frame Autoloading Rifle and the Marlin 1895 Marlin lever-action rifles, which were only included for a portion of the year.

The decreased gross profit for the year ended December 31, 2024 is attributable to the decrease in sales, unfavorable deleveraging of fixed costs resulting from decreased production, and a product mix shift toward products with relatively lower margins that remain in stronger demand.

The decrease in gross margin for the year ended December 31, 2024 is attributable to the aforementioned factors, partially offset by increased pricing.

#### Selling, General and Administrative

Selling and general and administrative expenses data for the year ended December 31, (dollars in millions):

|  | 2024 | 2023 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Selling expenses | $38.8 | $38.8 | $— | (0.1%) |
| General and administrative expenses | 44.0 | 42.7 | 1.3 | 3.0% |
| Total operating expenses | $82.8 | $81.5 | $1.3 | 1.5% |

Selling expenses for the year ended December 31, 2024 were substantially unchanged from 2023, as increased spending on advertising was offset by modest reductions in several selling and marketing initiatives.

The increase in general, and administrative expenses for the year ended December 31, 2024 was primarily attributable to increased professional service costs and accrued severances of $1.5 million taken in the first quarter of 2024 related to a reduction in force involving approximately 80 employees. These increases were partially offset by a reduction in incentive compensation expenses. The aforementioned accrued severances were settled in cash and consist of one-time termination charges arising from severance obligations and other customary employee benefit payments in connection with a reduction in force.

#### Operating Income

Operating income was $31.6 million or 5.9% of sales in 2024. This is a decrease of $20.4 million from 2023 operating income of $52.1 million or 9.6% of sales.

#### Other Operating Income (Expense), Net

Other income data for the year ended December 31, (dollars in millions):

|  | 2024 | 2023 | Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Royalty income | $0.8 | $0.6 | $0.2 | 30.2% |
| Interest income | 4.9 | 5.5 | (0.6) | (10.6%) |
| Interest expense | (0.1) | (0.2) | 0.1 | (50.2%) |
| Other income, net | 0.5 | 0.8 | (0.3) | (41.5%) |
| Other income | $6.1 | $6.7 | $(0.6) | (10.0%) |

The decrease in other income for the year ended December 31, 2024 was primarily the result of decreases in interest income due to decreased interest rates earned on short-term investments and other income, partially offset by increased royalty income.

#### Income Taxes and Net Income

The effective income tax rate was 19.1% in 2024 and 18.0% in 2023. The Company's 2024 and 2023 effective tax rates differ from the statutory federal tax rate due principally to research and development tax credits, state income taxes, and the nondeductibility of certain executive compensation.

As a result of the foregoing factors, consolidated net income was $30.6 million in 2024. This represents a decrease of $17.6 million from 2023 consolidated net income of $48.2 million.

### Non-GAAP Financial Measure

In an effort to provide investors with additional information regarding its results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and two non-GAAP financial measures, EBITDA and EBITDA margin, which management believes provides useful information to investors. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA and EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. 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 its financial performance.

Non-GAAP Reconciliation – EBITDA

#### EBITDA

#### (Unaudited, dollars in thousands)

| Year ended December 31, | 2024 | 2023 |
| --- | ---: | ---: |
| Net income | $30,563 | $48,215 |
| Income tax expense | 7,212 | 10,609 |
| Depreciation and amortization expense | 22,063 | 22,383 |
| Interest expense | 102 | 205 |
| Interest income | (4,885) | (5,465) |
| EBITDA | $55,055 | $75,947 |
| EBITDA margin | 10.3% | 14.0% |
| Net income margin | 5.7% | 8.9% |

EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by 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, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company’s EBITDA calculation also excludes certain non-recurring, non-cash, non-operating expenses.

### Financial Condition

#### Liquidity

At December 31, 2025, the Company had cash and cash equivalents of $18.5 million and $74.1 million in short term investments. The Company’s pre-LIFO working capital of $223.9 million, less the LIFO reserve of $67.1 million, resulted in working capital of $156.9 million and a current ratio of 3.9 to 1. The Company also has access to a $40 million unsecured revolving line of credit that is currently undrawn.

#### Capital Resources

The Company believes that its cash flow from operations, current cash position, and access to capital markets will continue to be sufficient to meet its anticipated cash requirements and contractual obligations, which includes funding the Company’s capital expenditures, acquisitions, dividend payments, and share repurchases.

#### Operations

Cash provided by operating activities was $54.3 million, $55.5 million, and $33.9 million in 2025, 2024, and 2023, respectively. The slight decrease in cash provided in 2025 compared to 2024 is primarily attributable to the decrease in net income, mostly offset by the reduction in inventory in excess of the increase in inventory reserves related to the Company’s inventory rationalization in 2025.

The decrease in cash provided in 2024 compared to 2023 is primarily attributable to the decrease in net income in 2024.

Third parties supply the Company with various raw materials for its firearms and castings, such as fabricated steel components, walnut, birch, beech, maple and laminated lumber for rifle stocks, wax, ceramic material, metal alloys, various synthetic products and other component parts. There is a limited supply of these materials in the marketplace at any given time, which can cause the purchase prices to vary based upon numerous market factors. If market conditions result in a significant prolonged inflation of certain prices or if adequate quantities of raw materials cannot be obtained, the Company’s manufacturing processes could be interrupted and the Company’s financial condition or results of operations could be materially adversely affected.

#### Investing and Financing

Capital expenditures were $30.9 million, $20.8 million, and $15.8 million in 2025, 2024, and 2023, respectively. In 2026, the Company expects capital expenditures to approximate $30 million, much of which will relate to tooling and fixtures for new product introductions and to upgrade and modernize manufacturing equipment. Due to market conditions and business circumstances, actual capital expenditures could vary significantly from the budgeted amount. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations and current cash.

Included in capital expenditures amount noted above, on July 1, 2025 the Company completed the asset purchase of Anderson Manufacturing, a manufacturer of firearms and firearm accessories based in Hebron, Kentucky for a total purchase price of $15.8 million, $15 million of which was paid at the closing of such transaction. This strategic purchase included Anderson’s manufacturing facility and machinery and provided Ruger the opportunity to work with a skilled and experienced workforce, strengthening its production capabilities and expanding its product offerings.

As of December 31, 2025, the Company had $39.4 million of United States Treasury instruments which mature within one year. The Company also invests available cash in a bank-managed money market fund that invests exclusively in United States Treasury instruments which mature within one year. At December 31, 2025, the Company’s investment in this money market fund totaled $34.7 million.

In 2025, the Company repurchased 732,765 shares of its common stock for $26.1 million in the open market. The average price per share purchased was $35.60. These purchases were funded with cash on hand.

In 2024, the Company repurchased 835,060 shares of its common stock for $34.4 million in the open market. The average price per share purchased was $41.19. These purchases were funded with cash on hand.

In 2023, the Company repurchased 264,062 shares of its common stock for $11.8 million in the open market. The average price per share purchased was $44.71. These purchases were funded with cash on hand.

At December 31, 2025, approximately $14.3 million remained authorized for future share repurchases.

On January 5, 2023, the Company paid a $5.00 per share special dividend to shareholders of record on December 15, 2022.

Including the $5.00 per share special dividend paid on January 5, 2023, the Company paid dividends totaling $10.1 million, $11.8 million, and $110.8 million in 2025, 2024, and 2023, respectively. The quarterly dividend varies every quarter because the Company pays a percentage of earnings rather than a fixed amount per share. The Company’s practice is to pay a dividend of approximately 40% of net income.

On March 2, 2026, the Company’s Board of Directors authorized a dividend of 8¢ per share to shareholders of record on March 16, 2026. The payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash, and the Company’s need for funds.

The Company provides supplemental discretionary contributions to substantially all employees’ individual 401(k) accounts.

Based on its unencumbered assets, the Company believes it has the ability to raise cash through issuance of short-term or long-term debt.

#### Contractual Obligations

At December 31, 2025, the Company had approximately $31.7 million in agreements to purchase goods or services that are enforceable and legally binding on the Company, all of which are expected to be settled in less than one year. Additionally, the Company has approximately $1.8 million in operating lease obligations, which will be payable through 2034. The Company expects to fund all of these commitments with cash flows from operations and current cash.

#### Firearms Legislation and Litigation

See Item 1A - Risk Factors and Note 20 to the financial statements which are included in the Annual Report on Form 10-K for a discussion of firearms legislation and litigation.

#### Other Operational Matters

In the normal course of its manufacturing operations, the Company is subject to occasional governmental proceedings and orders pertaining to workplace safety, firearms serial number tracking and control, waste disposal, air emissions and water discharges into the environment. The Company believes that it is generally in compliance with applicable Bureau of Alcohol, Tobacco, Firearms & Explosives, environmental, and safety regulations and the outcome of any proceedings or orders will not have a material adverse effect on the financial position or results of operations of the Company. If these regulations become more stringent in the future and we are not able to comply with them, such noncompliance could have a material adverse impact on the Company.

Currently, there are 13 domestic distributors. Additionally, the Company has 44 and 26 distributors servicing the export and law enforcement markets, respectively.

The Company self-insures a significant amount of its product liability, workers’ compensation, medical, and other insurance. It also carries significant deductible amounts on various insurance policies.

The Company expects to realize its deferred tax assets through tax deductions against future taxable income.

On October 14, 2025, the Company’s Board of Directors (the “Board”) approved the adoption of a limited-duration stockholder rights plan (the “Rights Plan”). The Rights Plan is effective October 14, 2025 (“Effective Date”) and will expire on October 13, 2026. The Board, in consultation with its advisors, adopted the Rights Plan in response to the public announcement by Beretta Holding S.A. (“Beretta”) that it had accumulated a significant economic interest in Ruger’s common stock and intends to engage in discussions with the Company regarding “potential areas of operational and strategic collaborations”. The Rights Plan is intended to ensure that the Board remains in the best position to perform its fiduciary duties and to enable all stockholders to receive fair and equal treatment. It is also designed to allow all stockholders to realize the long-term value of their investment by reducing the likelihood that Beretta would gain control through open market accumulation or other coercive tactics without appropriately compensating the Company’s stockholders or allowing the Board sufficient time to make informed judgments. The Rights Plan is a temporary measure to give the Board time to understand Beretta’s intentions and evaluate options. The summary of the terms of the Rights Plan set forth in Note 22 is hereby incorporated by reference herein; provided, however, that such summary of the Rights Plan is qualified in its entirety by the Rights Plan.

#### Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make assumptions and estimates that affect the reported amounts of assets and liabilities as of the balance sheet date and net sales and expenses recognized and incurred during the reporting period then ended. The Company bases estimates on prior experience, facts and circumstances, and other assumptions, including those reviewed with actuarial consultants and independent counsel, when applicable, that are believed to be reasonable. However, actual results may differ from these estimates.

The Company believes that the assumptions and judgments involved in the accounting estimates below have the greatest potential impact on its financial statements, so the Company believes these to be its critical accounting estimates. The methodologies applied for determining the estimates related to the below critical accounting estimates have not changed from the prior year.

#### Product Liability Accrual

The Company believes the determination of its product liability accrual is a critical accounting policy. The Company’s management reviews every lawsuit and claim and is in contact with independent and corporate counsel on an ongoing basis. The provision for product liability claims is based upon many factors, which vary for each case. These factors include the type of claim, nature and extent of injuries, historical settlement ranges, jurisdiction where filed, and advice of counsel. An accrual is established for each lawsuit and claim, when appropriate, based on the nature of each such lawsuit or claim.

Amounts are charged to product liability expense in the period in which the Company becomes aware that a claim or, in some instances a threat of a claim, has been made when potential losses or costs of defense are probable and can be reasonably estimated. Such amounts are determined based on the Company’s experience in defending similar claims. Occasionally, charges are made for claims made in prior periods because the cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, exceed amounts already provided with respect to such claims. Likewise, credits may be taken if cumulative actual costs incurred for that claim, or reasonably expected to be incurred in the future, are less than amounts previously provided.

While it is not possible to forecast the outcome of litigation or the timing of related costs, in the opinion of management, after consultation with independent and corporate counsel, there is a remote likelihood that litigation, including punitive damage claims, will have a material adverse effect on the financial position of the Company, but such litigation may have a material impact on the Company’s financial results and cash flows for a particular period.

#### Inventory Valuation and Reserves

The Company believes the valuation of its inventory and the related excess and obsolescence reserve is also a critical accounting policy. Inventories are carried at the lower of cost, principally determined by the last-in, first-out (LIFO) method, or market. An actual valuation of inventory under the LIFO method is made at the end of each year based on the inventory levels and the Company’s estimates of the prevailing costs of the many components of inventory existing at that time.

The Company determines its excess and obsolescence reserve by projecting the year in which inventory will be consumed into a finished product. Given ever-changing market conditions, customer preferences and the anticipated introduction of new products, projecting the future usage of inventory is subjective. As such, it does not seem prudent to carry inventory at full cost beyond what the Company projects to be needed during the next 36 months.

### Recent Accounting Pronouncements

In December of 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” The updated accounting guidance requires expanded income tax disclosures, including the disaggregation of existing disclosures related to the effective tax rate reconciliation and income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. Prospective application is required, with retrospective application permitted. Refer to Note 13, Income Taxes, for the updated presentation.

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures,” which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

In December 2025, the FASB issued its final ASU which makes improvements to the Accounting Standards Codification in response to feedback from stakeholders. This standard, issued as ASU 2025-12, specifically updates the Codification for a broad range of Topics arising from technical corrections, unintended application of the Codification, clarifications, and other minor improvements. This update is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting ASU 2025-12.

In September 2025, the FASB issued ASU No. 2025-06, “Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal Use Software.” The standard modernizes and simplifies guidance for internal-use software costs. This guidance is effective for annual reporting periods beginning after December 15, 2027 including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.

### Forward-Looking Statements and Projections

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. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and other words and terms of similar meaning, typically identify such forward-looking statements. 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.

## Market risk

As filed, 873 characters.

The Company is exposed to changing interest rates on its investments, which consist primarily of United States Treasury instruments with short-term (less than one year) maturities and cash. The interest rate market risk implicit in the Company's investments at any given time is low, as the investments mature within short periods and the Company does not have significant exposure to changing interest rates on invested cash.

The Company has not undertaken any actions to cover interest rate market risk and is not a party to any interest rate market risk management activities.

A hypothetical 100 basis point change in market interest rates over the next year would not materially impact the Company’s earnings or cash flows. A hypothetical 100 basis point change in market interest rates would not have a material effect on the fair value of the Company’s investments.

## Controls and procedures

As filed, 3,417 characters.

#### 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.

### 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.

Filed Mar 2, 2026.
Source: SEC EDGAR, the filing index for accession 0001174947-26-000243. Last ingested by Listed: Nov 4, 2026, 17:04 ET. No prices; not investment advice.