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STURM RUGER & CO INC

For the period ended Dec 31, 2025. Filed Mar 2, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 2, 2026

RGR$49.93+0.9%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-19.

0001174947-25-000197

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-03-02.

0001174947-26-000243

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 136 previous paragraphs and 137 current paragraphs.

93 unchanged; 29 reworded; 13 added; 11 removed; 3 previous and 2 current paragraphs rearranged.

Tables are not compared: 43 previous and 43 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

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

Current report

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

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

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

Current report

including interim reporting periods within those annual reporting periods. The Company is evaluating the impact of this guidance on its Consolidated Financial Statements.
Removed paragraphs (11)

Previous report

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

Previous report

The Company’s finished goods inventory increased by 30,700 units during 2023.

Previous report

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.

Previous report

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

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

In November of 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The updated accounting guidance requires enhanced reportable segment disclosures, primarily related to significant segment expenses which are regularly provided to the chief operating decision maker. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07, beginning with the current filing. The adoption of the new guidance required additional disclosures, but did not have a material impact to the Company. Refer to Note 17, Operating Segment Information, for the updated presentation
Reworded paragraphs (29)

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

The decrease in gross margin for the year ended December 31, 2023 is attributable to the aforementioned factors, partially offset by increased pricing.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

At December 31, 2024, the Company had cash and cash equivalents of $10.0 million and $95.5 million in short term investments. The Company’s pre-LIFO working capital of $264.1 million, less the LIFO reserve of $66.4 million, resulted in working capital of $197.7 million and a current ratio of 4.2 to 1. The Company also has access to a $40 million unsecured revolving line of credit that is currently undrawn.

Current wording

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.

Previous wording

Cash provided by operating activities was $55.5 million, $33.9 million, and $77.2 million in 2024, 2023, and 2022, respectively. The increase in cash provided in 2024 compared to 2023 is primarily attributable to the decrease in inventory in 2024 compared to the increase in 2023, and the reduction in prepaid and other assets compared to increases in those accounts in 2023, partially offset by reduced income in 2024.

Current wording

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.

Previous wording

Capital expenditures were $20.8 million, $15.8 million, and $27.7 million in 2024, 2023, and 2022, respectively. In 2025, the Company expects capital expenditures to approximate $20 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.

Current wording

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.

Previous wording

As of December 31, 2024, the Company had $62.5 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, 2024, the Company’s investment in this money market fund totaled $33.0 million.

Current wording

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.

Previous wording

At December 31, 2024, approximately $40.3 million remained authorized for future share repurchases*.*

Current wording

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

Previous wording

Including the $5.00 per share special dividend paid on January 5, 2023, the Company paid dividends totaling $11.8 million, $110.8 million, and $42.7 million in 2024, 2023, and 2022, 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.

Current wording

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.

Previous wording

On February 14, 2025, the Company’s Board of Directors authorized a dividend of 24¢ per share to shareholders of record on March 14, 2025. 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.

Current wording

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.

Previous wording

At December 31, 2024, the Company had approximately $37.5 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 $2.8 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.

Current wording

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.

Previous wording

Currently, there are 14 domestic distributors. Additionally, the Company has 44 and 26 distributors servicing the export and law enforcement markets, respectively.

Current wording

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

Previous wording

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

Current wording

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.

Previous wording

In December of 2023, the FASB issued 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. The Company is currently evaluating the effect the updated guidance will have on its financial statement disclosures.

Current wording

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.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

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.

Current report — wording carried from elsewhere

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
Rearranged previous paragraphs (3)

Previous report — wording carried elsewhere

levels and manage inventories. These reviews resulted in a decrease in total unit production of 19% in 2023 compared to 2022.

Previous report — wording carried elsewhere

The increase in general, and administrative expenses for the year ended December 31, 2023 was primarily attributable to increased professional service costs.

Previous report — wording carried elsewhere

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.