RGR 10-K & 10-Q changes, risk factors and insider trading
Sturm Ruger & Co. Inc. · NYSE · Ordnance & Accessories, (No Vehicles/guided Missiles) · CIK 95029 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
New heading “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.”
Largest changes
“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. …”see in full comparison
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,see in full comparisonproviders,cloud platforms, software vendors, vulnerabilities, natural disasters, power shortages, terrorist attacks or other events.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 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.”see in full comparison
“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.”see in full comparison
“The Company’s business may be adversely affected by tariffs, trade sanctions or similar government actions.”see in full comparison
“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). …”see in full comparison
Full comparison: every changed paragraph (11)
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.
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.
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.
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.
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, providers,cloud platforms, software vendors, vulnerabilities, natural disasters, power shortages, terrorist attacks or other events.
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 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.
Management's Discussion & Analysis (MD&A)
New heading “Year ended December 31, 2025, as compared to year ended December 31, 2024:”
New heading “Results of Operations - 2024”
New heading “Year ended December 31, 2024, as compared to year ended December 31, 2023”
Removed heading “Year ended December 31, 2024, as compared to year ended December 31, 2023:”
Removed heading “Results of Operations - 2023”
Removed heading “Year ended December 31, 2023, as compared to year ended December 31, 2022”
Largest changes
“Year ended December 31, 2025, as compared to year ended December 31, 2024:”see in full comparison
“Year ended December 31, 2024, as compared to year ended December 31, 2023:”see in full comparison
“Year ended December 31, 2024, as compared to year ended December 31, 2023”see in full comparison
“Year ended December 31, 2023, as compared to year ended December 31, 2022”see in full comparison
Full comparison: every changed paragraph (64)
The estimated sell-through of the Company’s
products from the independent distributors to retailers in 20242025 increased 5% from 2023.2024. In 2024,2025, adjusted NICS decreased 4% from 2023.2024.
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.
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 aan decreaseincrease in total unit production of 1%6% in 20242025 compared to 2023.2024.
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.
Year ended December 31, 2025, as compared to year ended December 31, 2024:
Net sales, cost of products sold, and gross profit data for the year ended December 31, (dollars in millions):
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 and general and administrative expenses data for the year ended December 31, (dollars in millions):
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 income data for the year ended December 31, (dollars in millions):
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.
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.
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.
Orders Received and Ending Backlog (in millions except average sales price, net of Federal Excise Tax)
Net sales, cost of products sold, and gross profit data for the three months ended December 31, (dollars in millions):
Results of Operations - 2024
Year ended December 31, 2024, as compared to year ended December 31, 2023
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.
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.
Orders Received and Ending Backlog (in millions except average sales price, net of Federal Excise Tax)
Year ended December 31, 2024, as compared to year ended December
31, 2023:
Net sales, cost of products sold, and gross profit data for the year ended December 31, (dollars in millions):
Selling and general and administrative expenses data for the year ended December 31, (dollars in millions):
Other income data for the year ended December 31, (dollars in millions):
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.royalty income.
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 anycertain
non-recurring, one-time
non-cash, non-operating expense.expenses.
(in millions
except average sales price, net of Federal Excise Tax)
Net sales, cost of products sold, and gross profit
data for the three months ended (dollars in millions):
Results
of Operations - 2023
Year ended December 31, 2023, as compared to
year ended December 31, 2022
The estimated sell-through of the Company’s
products from the independent distributors to retailers in 2023 decreased 7% from 2022. For the same period, adjusted NICS decreased 4%.
The greater reduction in the sell-through of the Company’s products relative to adjusted NICS background checks may be attributable
to aggressive promotions, discounts, rebates, and the extension of payment terms offered by the Company’s competitors.
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 19% in 2023 compared to 2022.
The Company’s finished goods inventory increased
by 30,700 units during 2023.
Distributor
inventories of the Company’s products decreased by 39,100 units during 2023, and approximate a reasonable level to support rapid
fulfillment of retailer demand for most product families.
(in millions
except average sales price, net of Federal Excise Tax)
Net
sales, cost of products sold, and gross profit data for the year ended (dollars in millions):
Firearms sales and unit shipments decreased 9%
and 17%, respectively, in 2023. New products represented $119.0 million or 23% of firearms sales in 2023, an increase from $78.4 million
or 14% of firearms sales in 2022. New product sales include only major new products that were introduced in the past two years. In 2023,
new products included the MAX-9 pistol (during the first quarter only), Security-380 pistol, Super Wrangler revolver, LCP MAX pistol,
Marlin lever-action rifles, LC Carbine, Small-Frame Autoloading Rifle, and American Centerfire Rifle Generation II.
The
decreased gross profit for the year ended December 31, 2023 is attributable to the significant decrease in sales, as well as unfavorable
deleveraging of fixed costs resulting from decreased production, a product mix shift toward products with relatively lower margins that
remain in stronger demand, and increased promotional costs.
The decrease in gross margin for the year ended
December 31, 2023 is attributable to the aforementioned factors, partially offset by increased pricing.
Selling and general and administrative expenses data for the year ended
(dollars in millions):
The increase in selling expenses for the year
ended December 31, 2023 was primarily attributable to increased trade show costs, travel expenditures, and advertising, partially offset
by decreased sales volume.
The increase in general, and administrative expenses
for the year ended December 31, 2023 was primarily attributable to increased professional service costs.
Operating Income
Operating income was $52.1 million or 9.6% of
sales in 2023. This is a decrease of $51.4 million from 2022 operating income of $103.5 million or 17.3% of sales.
Other income data for the year ended (dollars in millions):
The increase in other income for the year ended
December 31, 2023 was the result of increases in interest income due to increased interest rates earned on short-term investments, partially
offset by decreased royalty and other income.
The
effective income tax rate was 18.0% in 2023 and 18.4% in 2022. The Company's 2023 and 2022 effective tax rate differs from the
statutory federal tax rate due principally to the availability of research and development tax credits, state income taxes, and the nondeductibility
of certain executive compensation. The impact related to research and development tax credits on the effective tax rate is expected to
decline in future years.
As a result of the foregoing factors, consolidated
net income was $48.2 million in 2023. This represents a decrease of $40.1 million from 2022 consolidated net income of $88.3 million.
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 any one-time
non-cash, non-operating expense.
Cash provided by operating activities was $54.3 million,
$55.5
million, $33.9 million, and $77.2$33.9 million in 2025, 2024, 2023, and 2022,2023, respectively. The increaseslight decrease in cash provided in 20242025 compared to 20232024
is primarily attributable to the decrease in net income, mostly offset by the reduction in inventory in 2024excess compared toof the increase in 2023,inventory
reserves andrelated to the reductionCompany’s inventory rationalization in prepaid and other
assets compared to increases in those accounts in 2023, partially offset by reduced income in 2024.2025.
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.
Included in capital expenditures amount noted
above, on October 3, 2022 the Company purchased a 225,000 square foot facility, which it had previously been leasing, in Mayodan, North
Carolina for $8.3 million for use in its manufacturing and warehousing operations.
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 2022, the Company repurchased
4,440 shares of its common stock for $0.2 million in the open market. The average price per share purchased was $49.87. These purchases
were funded with cash on hand.
On FebruaryMarch 14,2, 2025,2026, the Company’s Board of
of Directors authorized a dividend of 248¢ per share to shareholders of record on March 14,16, 2025.2026. The payment of future dividends depends
depends on many factors, including internal estimates of future performance, then-current cash, and the Company’s need for funds.
What changed in the latest 10-Q
Risk Factors
During the three months ended June 27, 2026, there were no material changes in the Company’s risk factors from the information provided in Item 1A. Risk Factors included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Full comparison: every changed paragraph (1)
During the three months ended
March 28,June 27, 2026, there were no material changes in the Company’s risk factors from the information provided in Item 1A. Risk Factors
included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Management's Discussion & Analysis (MD&A)
Largest changes
“The increase in total consolidated net sales and net firearms sales for the six months ended June 27, 2026 is attributable to increased demand, augmented by an increased average selling price. Sales of new products, including the RXM pistol, Super Wrangler revolver, Marlin lever-action rifles, and (for the first three months of the year) American Centerfire Rifle Generation II, represented $80.9 million or 28.9% of firearm sales in the first half of 2026. New product sales include only major new products that were introduced in the past two years.”see in full comparison
“On May 27, 2026, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) to 60 million shares. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2026.”see in full comparison
“The increase in general and administrative expenses for the six months ended June 27, 2026 was primarily attributable to $4.4 million in legal fees incurred related to the Beretta Agreement, $3.2 million in severance costs, and increased share based compensation costs, which included a one-time non-recurring expense of $1.7 million, partially offset by decreased professional service costs.”see in full comparison
The Company's 2026 and 2025 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. The reduction in 2026 earnings increased the impact of thesesee in full comparisonitems.items, which resulted in effective income tax rates of 21.6% and 19.5% for the three and six months ended June 27, 2026, respectively. The Company’s effective income tax rate was271.6%11.2% and20.3%1.9% for the three and six months endedMarchJune 28,2026 and March 29,2025, respectively.The discrete nature of these tax credits yields an effective tax rate for the period that is not meaningful at low earnings levels.
“The increased gross profit for the six months ended June 27, 2026 is attributable to the aforementioned sales increases, the absence of inventory rationalization write-offs that were undertaken in the prior year, and the favorable leveraging of fixed costs resulting from increased production, partially offset by the $0.4 million of deferred revenue related to sales promotions.”see in full comparison
see in full comparisonTotalThe increase in total consolidated net sales and net firearms salesincreased slightlyfor the three months endedMarchJune28,27,2026.2026 is attributable to increased demand, augmented by an increased average selling price. Sales of new products, including the RXM pistol, Marlin 1894 lever-action rifles,American Centerfire Rifle Generation II,Glenfield rifles, Harrier rifles, and the Ruger Red Label III Shotgun represented$51.6$29.3 million or41%19.8% of firearm sales in the three months endedMarchJune28,27, 2026. New product sales include only major new products that were introduced in the past twoyears.years, so the American Centerfire Rifle Generation II ceased to be a new product in the current quarter.
Full comparison: every changed paragraph (41)
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 accounted for approximately 6% of total sales for the six month period ended June 27, 2026 and approximately 5% of total sales for each of the threesix month periodsperiod ended March
June 28, 2026 and March 29, 2025. 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.
During the threesix months ended
March 28,June 27, 2026, the Company executed on its Ruger 2030 plan – strengthening operational responsiveness, enhancing the product portfolio
and positioning the Company for sustainable long-term growth. Activity in the quarter included:
As announced on May 4, 2026,
Ruger and Beretta Holdingentered enteredinto an Agreement that(the “Beretta Agreement”), which reflects a shared commitment to long-term value creation, constructive engagement,
and stability for Ruger’s shareholders, employees, customers and industry partners. Throughout that process, the Company took actions
to protect the interests of all shareholders and to maintain focus on executing its long-term strategy. These efforts resulted in professional
fees and advisory costs totaling $3.2$1.2 million during the quarter.quarter and $4.4 million for the six month period ended June 27, 2026. These costs are largely non-recurring in nature and do not reflect the
underlying performance of the core business. With the Beretta Agreement now in place, the Company expects these costs to be limited in duration,
though some additional expenses may be incurred in the near term.
Additionally, in February,
February 2026, the Company executed a reduction-in-force as part of broader efforts to structurally align the organization to strategic priorities and
the future operating model. These actions are consistent with the changes outlined in the 2026 Plan and, more broadly, the Ruger 2030
framework. The moves improve efficiency, enhance accountability and position the Company for long-term profitable growth. The associated
severance and related costcosts of $2.5$0.7 million were recognized induring the quarter and $3.2 million for the six month period ended June 27, 2026 and are not indicative of ongoing operations.
As a result of the factors listed
above, the results of operations for the threesix month period ending MarchJune 28,27, 2026 were negatively impacted, on a non-GAAP basis, by $0.26
$0.35 per share (see the Non-GAAP Financial Performance Measures below.) The impact was as follows:
The estimated unit sell-through
of the Company’s products from the independent distributors to retailers increased 3%11% in the first three monthshalf of 2026 compared
to the prior year period. For the same period, National Instant Criminal Background Check System (“NICS”) background checks
(as adjusted by the National Shooting Sports Foundation (“NSSF”)) increased 2%.3%. Estimated sell-through from the independent
distributors to retailers and total adjusted NICS background checks for the trailing fivesix quarters follow:
The units ordered, value of orders
received, average sales price of units ordered, and ending backlog for the trailing fivesix quarters are as follows (dollars in millions,
except average sales price):
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. The Company’s overall production in the firstsecond quarter of 2026 decreasedincreased 4%22% from the fourthfirst quarter of
2025. 2026.
Firearms unit data for the trailing
five six quarters are as follows (dollar amounts shown are net of Federal Excise Tax of 10% for handguns and 11% for long guns):
During the first threehalf months
of 2026, the Company’s finished goods inventory decreased by 32,80016,900 units and distributor inventories of the Company’s products
decreased increased by 80012,600 units.
Inventory unit data for the trailing fivesix quarters
follows:
TotalThe increase in total consolidated net sales
and net firearms sales increased slightly for the three months ended MarchJune 28,27, 2026.2026 is attributable to increased demand, augmented by an increased average selling price. Sales of new products, including the RXM pistol,
Marlin 1894 lever-action rifles, American Centerfire Rifle Generation II, Glenfield rifles, Harrier rifles, and the Ruger Red Label III
Shotgun represented $51.6$29.3 million or 41%19.8% of firearm sales in the three months ended MarchJune 28,27, 2026. New product sales include only major
new products that were introduced in the past two years.years, so the American Centerfire Rifle Generation II ceased to be a new product in the current quarter.
The decreasedincreased gross profit
for the three months ended MarchJune 28,27, 2026 is attributable to unfavorablethe aforementioned sales increases, the absence of inventory rationalization write-offs that were undertaken in the prior year, and the favorable leveraging of fixed costs resulting from decreasedincreased production,
exacerbated augmented by the $0.8$0.2 million of deferred revenue related to sales promotions.
The decreaseincrease in gross margin for
the three months ended MarchJune 28,27, 2026 is attributable to the aforementioned factors.
Net sales, cost of products sold, and gross profit data for the six months ended (dollars in millions):
The increase in total consolidated net sales and net firearms sales for the six months ended June 27, 2026 is attributable to increased demand, augmented by an increased average selling price. Sales of new products, including the RXM pistol, Super Wrangler revolver, Marlin lever-action rifles, and (for the first three months of the year) American Centerfire Rifle Generation II, represented $80.9 million or 28.9% of firearm sales in the first half of 2026. New product sales include only major new products that were introduced in the past two years.
The increased gross profit for the six months ended June 27, 2026 is attributable to the aforementioned sales increases, the absence of inventory rationalization write-offs that were undertaken in the prior year, and the favorable leveraging of fixed costs resulting from increased production, partially offset by the $0.4 million of deferred revenue related to sales promotions.
The increase in gross margin for the six months ended June 27, 2026 is attributable to the aforementioned factors.
Selling expenses for the three
months ended MarchJune 28,27, 2026 were substantially comparable to the corresponding period in the prior year.year, with the increases in spending on industry shows and personnel costs offset by decreases in advertising, promotional and marketing initiatives, and shipping expenses.
The increase in general and
administrative expenses for the three months ended MarchJune 28,27, 2026 was primarily attributable to $3.2 million in legal fees incurred
related to the Beretta Strategic Cooperation Agreement, $2.5 million in severance costs, increased topersonnel and share based compensation,
whichcompensation includedcosts, apartially one-timeoffset non-recurringby expensedecreased of $1.7 million, and increased professional serviceseverance costs.
Selling and general and administrative expenses data for the six months ended (dollars in millions):
Selling expenses for the six months ended June 27, 2026 were substantially comparable to the corresponding period in the prior year, with the increases in spending on industry shows and personnel costs offset by decreases in advertising, promotional and marketing initiatives, and shipping expenses.
The increase in general and administrative expenses for the six months ended June 27, 2026 was primarily attributable to $4.4 million in legal fees incurred related to the Beretta Agreement, $3.2 million in severance costs, and increased share based compensation costs, which included a one-time non-recurring expense of $1.7 million, partially offset by decreased professional service costs.
The increase in otherOther income for
the three months ended MarchJune 28,27, 2026 was attributablesubstantially comparable to increasedthe royaltycorresponding income.period in the prior year.
Other income data for the six months ended (dollars in millions):
The increase in other income for the six months ended June 27, 2026 was attributable to increased royalty income and miscellaneous income, partially offset by decreased interest income.
The Company's 2026 and 2025 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. The reduction in 2026 earnings increased the impact of these items.items, which resulted in effective income tax rates of 21.6% and 19.5% for the three and six months ended June 27, 2026, respectively. The Company’s effective income tax rate was 271.6%
11.2% and 20.3%1.9% for the three and six months ended MarchJune 28, 2026 and March 29, 2025, respectively. The discrete nature of these tax credits yields
an effective tax rate for the period that is not meaningful at low earnings levels.
As a result of the foregoing
factors, consolidated net income was $0.1$7.0 million for the three months ended MarchJune 28,27, 2026, a decreasechange of 98.4%(140.5%) from $7.8a net loss of $(17.2) million in
the comparable prior year period.
Consolidated net income was $7.1 million for the six months ended June 27, 2026, a change of (175.2%), from a net loss of $(9.5) million in the comparable prior year period.
Adjusted EBITDA was $10.9
$16.6 million for the three months ended MarchJune 28,27, 2026, aan decreaseincrease of 23.9%205.0% from $14.3$5.4 million in the comparable prior year period.
Adjusted EBITDA was $27.5 million for the six months ended June 27, 2026, an increase of 39.1% from $19.7 million in the comparable prior year period.
At the end of the firstsecond quarter
of 2026, the Company’s cash and short-term investments totaled $105.2$117.5 million. Pre-LIFO working capital of $225.4$236.7 million, less
the LIFO reserve of $67.9$68.4 million, resulted in working capital of $157.5$168.3 million and a current ratio of 3.53.3 to 1.
Cash provided by operating activities
was $18.8$36.1 million for the threesix months ended MarchJune 28,27, 2026, compared to $11.1$25.9 million for the comparable prior year period. The increase
in cash provided in the threesix months ended MarchJune 28,27, 2026 is primarily attributable to decreasedthe inventory,increase in net income, lower net payouts of accrued
employee compensation and benefits, and the lesser reduction in accounts payable and accrued expenses, and increasesdecreases to prepaiddeferred expenses
andincome other currenttax assets in the threesix months ended MarchJune 28,27, 2026, partially offset by thea lesser decrease in netinventory incomelevels and decreased net collections
of trade receivables in the threesix months ended MarchJune 28,27, 2026.
Capital expenditures for the
three six months ended MarchJune 28,27, 2026 totaled $4.8$8.1 million, an increase from $1.1$6.7 million in the comparable prior year period. In 2026, the
Company expects capital expenditures related to new product introductions and upgrades to its manufacturing equipment and facilities could
range from $20 million to $30 million. Actual capital expenditures could vary significantly from the projected amounts due to the timing
of capital projects. The Company finances, and intends to continue to finance, all of these activities with funds provided by operations
and current cash and cash equivalents.
Dividends of $1.3$3.0 million
were paid during the threesix months ended MarchJune 28,27, 2026. The Company has financed its dividends with cash provided by operations and current
cash. 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 AprilJuly 30,24, 2026, the Company’s
Board of Directors authorized a dividend of 1121¢ per share to stockholders of record on MayAugust 14, 2026, payable on MayAugust 29,28, 2026. This
dividend is approximately 40% of adjusted diluted earnings of 2752¢ per share for the firstsecond quarter of 2026. The payment of future
dividends depends on many factors, including internal estimates of future performance, then-current cash and short-term investments,
and the Company’s need for funds.
As of MarchJune 28,27, 2026, the Company
had $39.6$40.1 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 MarchJune 28,27, 2026, the
Company’s investment in this money market fund totaled $41.8$46.7 million.
During the threesix months ended
March 28,June 27, 2026 the Company did not purchase any shares of its common stock for in the open market. As of MarchJune 28,27, 2026, $14.3 million
remained authorized for future stock repurchases.
Based on its unencumbered assets,
the Company believes it has the ability to raise cash through the issuance of short-term or long-term debt. The Company’s unsecured
$40 million credit facility, which expires on January 7, 2028, was unused at MarchJune 28,27, 2026.
On March 27,31, 2026,
the Company announced that Thomas A. Dineen would stepstepped down from his role as Chief Financial Officer of Sturm, Ruger & Company, Inc.
on March 31, 2026. On April 1, 2026, Andrew T. Wieland succeeded Mr. Dineen as Chief Financial Officer of the Company and also became
a Senior Vice President of the Company.
On May 27, 2026, the Company’s stockholders approved an amendment (the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) to 60 million shares. The Charter Amendment became effective upon its filing with the Secretary of State of the State of Delaware on May 28, 2026.
RGR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (3 insiders, 3 trade dates, 7,500 shares, about $288.6K) and open-market sales in 2 filings (1 insider, 2 trade dates, 1,200 shares, about $49.2K; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: 6,300 (purchases minus sales); net value about $239.4K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-24 | Wilson Michael W |
Open-market sale |
600 | $41.95 | $25.2K |
| 2026-09-17 | Wilson Michael W |
Open-market sale |
600 | $40.00 | $24.0K |
| 2026-05-27 | Timm Stephen J. |
Grant/award | 1,504 | — | — |
| 2026-05-27 | Timm Stephen J. |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Rivers Aaron Roszell |
Grant/award | 1,504 | — | — |
| 2026-05-27 | Rivers Aaron Roszell |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Wolfe Lorin Cassidy |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Wolfe Lorin Cassidy |
Grant/award | 1,504 | — | — |
| 2026-05-27 | Pettet Bruce T. |
Grant/award | 1,185 | — | — |
| 2026-05-27 | Pettet Bruce T. |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Oconnor Terrence Gregory |
Grant/award | 1,185 | — | — |
| 2026-05-27 | Oconnor Terrence Gregory |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Rosenthal Amir |
Grant/award | 1,351 | — | — |
| 2026-05-27 | Rosenthal Amir |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Widman Phillip |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Widman Phillip |
Grant/award | 1,641 | — | — |
| 2026-05-27 | Cosentino John A Jr |
Grant/award | 1,778 | — | — |
| 2026-05-27 | Cosentino John A Jr |
Grant/award | 2,031 | — | — |
| 2026-05-20 | Seyfert Todd William |
Open-market purchase | 1,500 | $39.15 | $58.7K |
| 2026-05-14 | Pettet Bruce T. |
Open-market purchase | 1,000 | $39.89 | $39.9K |
| 2026-05-12 | Widman Phillip |
Open-market purchase | 5,000 | $38.00 | $190.0K |
Well-known investors holding RGR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 682,376 | $25.8M | 0.04% | Reduced 4% |
| Two Sigma Investments | 2026-06-30 | 411,946 | $15.6M | 0.01% | Reduced 17% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 186,404 | $7.1M | 0.0% | Reduced 10% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 75,770 | $2.9M | 0.0% | No change |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 54,092 | $2.0M | 0.0% | Reduced 19% |
| Millennium Management (Israel Englander) | 2026-06-30 | 42,474 | $1.7M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 9,130 | $345.6K | 0.0% | Reduced 47% |