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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 22, 2026
STURM, RUGER & COMPANY, INC.
(Exact Name of Registrant as Specified in its
Charter)
|
Delaware
(State or Other Jurisdiction of Incorporation) |
001-10435
(Commission File Number) |
06-0633559
(IRS Employer Identification Number) |
| One Lacey Place, Southport, Connecticut |
06890 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(203) 259-7843
Registrant’s telephone number, including
area code
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $1 par value |
RGR |
New
York Stock Exchange |
| Common
Stock Purchase Rights |
N/A |
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 22, 2026, each of
Sandra Froman, Christopher Killoy and Rebecca Halstead retired from the Board of Directors (the “Board”) of Sturm, Ruger &
Company, Inc. (the “Company”). They did not resign by reason of any disagreement with the Company on any matter relating to
the Company’s operations, policies or practices.
Following such retirements, on
February 22, 2026, the Board elected each of Aaron Rivers, Stephen Timm and Lorin Cassidy Wolfe to fill the vacancies on the Board created
through such retirements, effective immediately. Mr. Rivers currently serves as the Chief Executive Officer of Dakkota Integrated Systems.
Mr. Timm previously served as President of Collins Aerospace. Ms. Wolfe currently serves as Vice President, Business System at Johnson
Controls.
The Board has not yet appointed
Mr. Rivers, Mr. Timm or Ms. Wolfe to serve on any Board committees or made any determination about their future Board committee appointments.
The Board has determined that each of Mr. Rivers, Mr. Timm and Ms. Wolfe is an “independent” director under the independence
requirements of the New York Stock Exchange, as well as the Company’s corporate board governance guidelines.
As non-management directors, Mr.
Rivers, Mr. Timm and Ms. Wolfe will participate in the Company’s standard compensation program for non-management directors, in
accordance with the policies and procedures previously approved by the Board for non-management directors, as disclosed in the Company’s
most recent Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2025.
There are no arrangements between
Mr. Rivers, Mr. Timm and Ms. Wolfe and any other person pursuant to which any of Mr. Rivers, Mr. Timm and Ms. Wolfe was elected to serve
as a director of the Company, nor are there any transactions to which the Company or any of its subsidiaries is a party and in which any
of Mr. Rivers, Mr. Timm and Ms. Wolfe has a material interest.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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STURM, RUGER & COMPANY, INC. |
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By: |
/S/ Thomas A. Dineen |
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Name: |
Thomas A. Dineen |
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Title: |
Principal Financial Officer, |
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Principal Accounting Officer, |
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Senior Vice President, Treasurer and |
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Chief Financial Officer |
Dated: February 23, 2026
