[8-K] Sturm, Ruger & Company, Inc. Reports Material Event

Rhea-AI Filing Summary

On 19 June 2025, Sturm, Ruger & Company, Inc. (NYSE: RGR) filed a Form 8-K announcing two governance actions.

• Board expansion: The Board increased from nine to ten members and immediately elected Bruce Pettet, President & CEO of Leupold & Stevens, Inc., as an independent, non-management director.
• By-law amendment: Article 3, Section 2 of the Company’s by-laws was amended and restated to raise the maximum Board size to ten directors.

Pettet will receive the Company’s standard non-management director compensation disclosed in the 17 April 2025 proxy statement. The Board has not yet assigned him to any committees. The filing states there are no related-party arrangements or material transactions involving Pettet. No financial data, earnings information, or major transactions were included in this report.

Positive

• Addition of experienced independent director Bruce Pettet strengthens industry expertise and governance oversight.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine governance update; minor positive due to added expertise.

The by-law amendment merely formalises the Board’s increase to ten seats, a permissible change that keeps Sturm Ruger within NYSE governance norms. Bruce Pettet brings industry-specific knowledge from Leupold & Stevens and several shooting-sports organisations, potentially improving strategic oversight. However, because compensation, independence, and absence of related-party dealings follow standard practice, the news does not materially alter the firm’s risk profile or financial outlook. Investors may view the addition as incrementally positive for long-term governance quality, but it should not shift near-term valuation.

Portfolio Manager

TL;DR: Neutral event; unlikely to move RGR share price.

This 8-K lacks earnings or capital-allocation information. While Pettet’s appointment supplies relevant firearms-industry insight, it does not change revenue drivers or cash flow. Board expansions without activist pressure signal controlled, orderly governance rather than strategic pivot. Accordingly, the disclosure is non-impactful to fundamental valuation models and should have minimal influence on trading decisions.

false --12-31 0000095029 STURM RUGER & CO INC 0000095029 2025-06-19 2025-06-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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)

June 19, 2025

STURM, RUGER & COMPANY, INC.

(Exact Name of Registrant as Specified in its Charter)

delaware		001-10435		06-0633559
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

ONE LACEY PLACE, SOUTHPORT, connecticut 06890

(Address of Principal Executive Offices) (Zip Code)

(203) 259-7843

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		RGR		NYSE

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 June 19, 2025, the Board of Directors (the “Board”) of Sturm, Ruger & Company, Inc. (the “Company”), pursuant to the Company’s Amended and Restated By-Laws (as defined below), expanded the size of the Board to ten (10) directors from nine (9) directors, and elected Bruce Pettet to fill the vacancy on the Board created through such increase in the size of the Board, effective immediately. Mr. Pettet currently serves as the President & CEO of Leupold & Stevens, Inc., on the Board of Governors for the National Shooting Sports Foundation and the Rocky Mountain Elk Foundation (RMEF), and on the Board of Directors for Stimson Lumber Company.

The Board has not yet appointed Mr. Pettet to serve on any Board committees or made any determination about Mr. Pettet’s future Board committee appointments. The Board has determined that Mr. Pettet 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 a non-management director, Mr. Pettet 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. Pettet and any other person pursuant to which Mr. Pettet 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 Mr. Pettet has a material interest.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 19, 2025, the Board amended and restated the Company’s by-laws (as so amended and restated, the “Amended and Restated By-Laws”), effective as of the same date. The Amended and Restated By-Laws modified the provisions of Article 3, Section 2 of the Company’s by-laws to increase the maximum size of the Board to ten (10) directors. The Company’s by-laws had previously provided that the maximum size of the Board was nine (9) directors.

The foregoing description of the amendment to the Company’s by-laws does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, as set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
3.1		Amended and Restated By-Laws of the Company, as of June 19, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

STURM, RUGER & COMPANY, INC.
	By:	/S/ Thomas A, Dineen
		Name:	Thomas A. Dineen
		Title:	Principal Financial Officer,
			Principal Accounting Officer,
			Senior Vice President, Treasurer and
			Chief Financial Officer

Dated: June 20, 2025

2

FAQ

Why did Sturm Ruger (RGR) file this Form 8-K on 19 June 2025?

To disclose the expansion of its Board to ten directors and the election of Bruce Pettet as an independent director, plus related by-law amendments.

Who is the new director elected to Sturm Ruger’s board?

Bruce Pettet, President & CEO of Leupold & Stevens, Inc., was elected as an independent, non-management director.

Did Sturm Ruger change any compensation arrangements for the new director?

No. Pettet will receive the standard non-management director compensation previously disclosed in the 17 April 2025 proxy statement.

Were any Board committees assigned to Bruce Pettet?

Not yet. The Board has not determined his committee assignments at this time.

What amendment was made to Sturm Ruger’s by-laws?

Article 3, Section 2 was amended to raise the maximum Board size from nine to ten directors.