Sturm Ruger and Co【RGR】株式ニュース

Ruger Sets the Record Straight on Competitor Beretta’s Attempt to Seize Control of RugerMarch 9, 2026 9:30 AM
Business Wire
Beretta Sought to Buy Ruger Stock at a 15% Discount from Ruger in a Private Placement and to Obtain Disproportionate Board Representation and Voting Power that Would Give It Near-Veto Power Over Important Matters

Beretta’s Self-Serving Demands Included Appointing Its Own CEO to Ruger’s Board in Violation of U.S. Antitrust Laws

Ruger’s Board Has Sought to Engage Constructively with Beretta and Its Leadership and Has Traveled to Europe Multiple Times for Meetings with Beretta

When Ruger’s Board was Unable to Meet Beretta’s Demands, Beretta’s Leadership Threatened to Launch a “War” and Nominated Four Directors, Including One Who is on the Board of a Beretta Subsidiary

Ruger’s Board Will Continue to Protect Ruger’s Stockholders and All Ruger Stakeholders

On February 24, 2026, Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) received a notice from Beretta Holding S.A. (“Beretta”) stating Beretta’s intention to nominate four candidates for election to Ruger’s Board of Directors at the Company’s 2026 Annual Meeting of Stockholders. The Company, in consultation with its advisors, is reviewing the notice in accordance with Ruger’s established procedures and applicable law.

To date, Ruger has not publicly responded to Beretta’s characterization of Ruger’s actions and decisions. However, because of mischaracterizations and omissions in Beretta’s communications, Ruger feels it is necessary to set the record straight.

BERETTA FALSELY CLAIMS RUGER FAILED TO CONSTRUCTIVELY ENGAGE. IN FACT, BERETTA STEALTHILY ACCUMULATED A LARGE POSITION, REFUSED TO PAUSE STOCK PURCHASES PENDING NEGOTIATIONS AND THEN DEMANDED DISCOUNTED STOCK AND OUTSIZED GOVERNANCE RIGHTS.

Ruger first became aware of Beretta’s interest in Ruger on September 22, 2025, when Beretta filed a Schedule 13D reporting an approximately 7.7% stake in Ruger. Beretta did not contact Ruger before or in connection with that filing. The 13D stated that Beretta had no “present intention” to take control of Ruger.

In the days and weeks that followed, Ruger representatives reached out to Beretta and offered to meet with Beretta repeatedly and asked that Beretta pause its share accumulation pending discussions.

Beretta refused to pause its accumulation and so, on October 14, 2025, the Ruger Board adopted a short-term stockholder rights plan to protect the interests of all Ruger stockholders from Beretta’s ongoing creeping takeover.

In the following weeks, Beretta declined Ruger’s invitations for in-person principal-to-principal meetings, while sending a series of aggressive letters through counsel.

Eventually, following outreach from the Ruger Chair, a meeting was held in Paris on December 15, 2025. At that meeting, Beretta’s Chair indicated a long-term plan to combine Ruger with Beretta but made no formal proposal. Beretta’s Chair also indicated that he had no interest in the status quo and that he would find a way to increase his position if Ruger remained resistant.

Representatives of the parties met again in Luxembourg in February 2026 and traded several proposals but were unable to reach an agreement.

BERETTA REPEATEDLY DEMANDED TERMS THAT WOULD TRANSFER VALUE FROM OTHER RUGER STOCKHOLDERS TO BERETTA AND UNDERMINE RUGER’S STATUS AS AN INDEPENDENT PUBLIC COMPANY.

Following the Luxembourg meeting, Ruger made multiple good-faith and constructive proposals to Beretta that were designed to avoid a costly and distracting proxy contest and allow the Company to remain focused on executing its strategy. These proposals were carefully structured to preserve Ruger’s independence as a public company and ensure compliance with applicable antitrust and national security laws. The proposals would have permitted Beretta to:

increase its ownership position up to a cap;

designate directors; and

explore opportunities for true commercial collaboration with Ruger.

In contrast, Beretta repeatedly advanced extreme demands and threatened to “go to war” if those demands were not met.

Beretta demanded multiple times that Ruger issue additional shares to Beretta at a 15% discount, which would have diluted existing stockholders and transferred value to Beretta at stockholder expense.

Beretta demanded 25% of Ruger and the right to vote those shares in their own self-interest.

Beretta, a competitor of Ruger, demanded that it receive disproportionate representation on the Board, and sought to appoint a member of the Beretta management team to Ruger’s Board, which would violate U.S. antitrust laws.

The board seats and ownership level Beretta demanded would trigger mandatory CFIUS review, implicating sensitive national security issues.

Beretta demanded that Ruger dismantle its stockholder rights plan and refused to agree to a customary standstill.

Ruger communicated to Beretta that its demands were inconsistent with U.S. corporate governance best practices and applicable law.

BERETTA FALSELY CLAIMS THAT RUGER’S BOARD REFRESHMENT WAS “REACTIVE”. IN FACT, THIS REFRESHMENT PROCESS HAS BEEN IN THE WORKS SINCE PRIOR TO BERETTA’S INVESTMENT AND RUGER DELAYED FINALIZING THE REFRESHMENT IN A GOOD-FAITH EFFORT TO REACH A RESOLUTION WITH BERETTA.

On February 23, 2026, Ruger announced the appointment of three new directors to its Board, following the retirement of three former Board Members.

Combined with the earlier appointments of CEO Todd Seyfert and industry veteran Bruce Pettet, five directors have joined the Ruger Board within the past year through rigorous and well-established governance processes.

This substantial refreshment of Ruger’s Board began before Beretta’s investment in the Company became known and underscores Ruger’s proactive approach to Board composition and its commitment to maintaining the operational rigor and strategic focus required to compete and win for the benefit of all stockholders.

Beretta’s criticism of the tenure of members of Ruger’s Board is surprising given that its own board has directors that have served the Beretta group since the 1990s.

These actions stand in sharp contrast to Beretta’s disruptive and coercive campaign that seeks to undermine the governance norms and processes that protect public investors.

Beretta’s actions are not those of a stockholder who is trying to improve Ruger in the interests of all stockholders.

One of the individuals nominated by Beretta as an “independent” director serves as a director of a subsidiary of Beretta.

Ruger’s Board and management team remain firmly committed to their fiduciary duties to all Ruger stockholders.

While Ruger remains ready and willing to engage constructively with Beretta for the benefit of all stockholders, the Board is committed to continuing to act decisively to protect Ruger’s other stockholders from Beretta's aggressive campaign to seize control on unfair terms. Ruger will continue to communicate with all Ruger stakeholders as this situation develops.

About Ruger Firearms

Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Sturm, Ruger & Co., Inc. has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens®,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current expectations of management and are subject to various risks and uncertainties that could cause actual results to differ materially. Important risk factors that could affect Ruger’s operations and financial performance are detailed in its most recent Form 10-K and subsequent SEC filings. Ruger undertakes no obligation to update or revise any forward-looking statements made herein.

Important Information and Where to Find It

Ruger intends to file a proxy statement and CAMO GREEN proxy card and other relevant documents with the SEC in connection with its solicitation of proxies from the Company’s stockholders for Ruger’s 2026 Annual Meeting of Stockholders (the “Proxy Statement”). This press release is neither a solicitation of a proxy nor a substitute for any proxy statement or other document that Ruger may file with the SEC in connection with any solicitation by Ruger. RUGER STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY RUGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Ruger free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ruger are also available free of charge by accessing the "Corporate" section of the Company's website at www.ruger.com/corporate.

Certain Information Regarding Participants

Ruger and its directors and certain of its executive officers will be deemed to be “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders by Ruger in connection with the matters to be considered at Ruger’s 2026 Annual Meeting of Stockholders. Information regarding the names of Ruger’s executive officers and directors and their respective interests in Ruger by security holdings or otherwise is set forth (i) in Ruger’s proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2025 (the “2025 Proxy Statement”), which is available here, including under the headings “Proposal 1: Election of Directors”, “The Board of Directors, Its Committees and Policies”, “Committees of the Board”, “Director Compensation”, “Directors’ and Executive Officers’ Beneficial Equity Ownership”, “Beneficial Ownership Of Directors And Management Table”, “Certain Relationships And Related-Party Transactions”, “Proposal No. 3 – Advisory Vote on Compensation of Named Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Potential Payments Upon Termination Or Change In Control”, “Potential And Actual Payments Under Severance Agreements Table”, “Pension Plans”, “Chief Executive Officer Pay Ratio” and “Pay Versus Performance (PVP)” and (ii) under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Current Reports on Form 8-K filed by Ruger with the SEC on June 20, 2025 (available here), and February 23, 2026 (available here). To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2025 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, by Benjamin P. Quinn on May 2, 2025 (available here), by John A. Cosentino, Jr. on May 8, 2025 (available here), by Phillip C. Widman on May 8, 2025 (available here), by Timothy M. Lowney on May 8, 2025 (available here), by John A. Cosentino, Jr. on June 2, 2025 (available here), by Phillip C. Widman on June 2, 2025 (available here), by Ronald C. Whitaker on June 2, 2025 (available here), by Amir P. Rosenthal on June 2, 2025 (available here), by Terrence G. O’Connor on June 2, 2025 (available here), by Sarah F. Colbert on June 3, 2025 (available here), by Bruce T. Pettet on June 27, 2025 (available here), by Bruce T. Pettet on July 2, 2025 (available here), by Bruce T. Pettet on August 13, 2025 (available here), by Amir P. Rosenthal on November 17, 2025 (available here), by Thomas A. Dineen on March 4, 2026 (available here), by Shawn C. Leska on March 4, 2026 (available here), by Sarah F. Colbert on March 4, 2026 (available here), by Robert J. Werkmeister, Jr. on March 4, 2026 (available here), and by Michael W. Wilson on March 4, 2026 (available here). Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 2, 2026, which is available here. Details concerning the nominees of Ruger’s Board of Directors for election at the 2026 Annual Meeting will be included in the Proxy Statement. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed by Ruger are also available free of charge by accessing the "Corporate" section of the Company's website at www.ruger.com/corporate.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260309019339/en/
For further information, contact:

Rob Werkmeister, Senior Vice President of Marketing & Customer Experience

rwerkmeister@ruger.com

Sturm, Ruger & Co., Inc.

700 S Ayersville Rd

Mayodan, NC 27027 USA

Original: Ruger Sets the Record Straight on Competitor Beretta’s Attempt to Seize Control of Ruger

Sturm, Ruger & Company, Inc. Reports Fourth Quarter and Full-Year 2025 ResultsMarch 2, 2026 4:05 PM
Business Wire
Delivered Fourth Quarter Net Sales of $151.1 million and Full-Year Net Sales of $546.1 Million

Generated $54.3 Million of Cash from Operations in 2025

Returned $36.2 Million of Cash to Shareholders in 2025

Declares Quarterly Dividend of $0.08 Per Share

Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) announced today its financial results for the fourth quarter and full-year 2025.

Fourth Quarter 2025 Financial Highlights

The Company achieved fourth quarter net sales of $151.1 million, a 3.6% increase over the $145.8 million achieved in the corresponding period in 2024.

For the fourth quarter, Ruger saw diluted earnings of $0.21 per share compared to $0.62 per share in the corresponding period in 2024.

On an adjusted basis, diluted earnings for the fourth quarter of 2025 were $0.26 per share.

Full-Year 2025 Financial Highlights

The Company achieved full-year net sales of $546.1 million, a 1.9% increase over the $535.6 million achieved in the corresponding period in 2024.

For the full-year, Ruger lost $0.27 per share in 2025 compared to diluted earnings of $1.77 per share in the corresponding period in 2024. Adjusted diluted earnings per share were $0.84 in 2025 and $1.86 in 2024.

The Company also announced today that its Board of Directors declared a dividend of $0.08 per share for the fourth quarter for stockholders of record as of March 16, 2026, payable on March 31, 2026. This dividend equates to approximately 40% of net income.

“We are encouraged by our fourth quarter and full-year results, with revenues exceeding the same periods last year despite a challenging consumer environment. This performance reflects the strength of our product strategy and our continued focus on innovation,” said Todd Seyfert, President and Chief Executive Officer. “During the fourth quarter, we launched 65 new models, including three new platforms – the Glenfield by Ruger rifle, the Red Label III shotgun and the Harrier rifle – all of which are seeing strong consumer demand. Along with the continued expansion of Marlin rifles, the American Rifle Gen II family and the RXM lineup, our product pipeline is delivering as planned and enabling Ruger to outperform the broader market.”

Additional Highlights

The estimated sell-through of the Company’s products from the independent distributors to retailers in 2025 increased by 4.5% from 2024, despite a 4.1% decrease in adjusted NICS during the same period.

Sales of new products, including the RXM pistol, Marlin lever-action rifles and American Centerfire Rifle Generation II, represented $173 million, or 33%, of firearm sales in 2025. New product sales include only major new products that were introduced in the past two years.

In 2025, the Company’s finished goods inventories decreased 47,700 units from the elimination of the models that were rationalized in the second quarter, while distributors’ inventories decreased 33,500 units reflecting strong retail pull through of our new products.

For 2025, cash generated from operations totaled $54.3 million. As of December 31, 2025, Ruger’s cash and short-term investments totaled $92.5 million. The Company’s current ratio is 3.9 to 1 and there is no debt.

In 2025, capital expenditures totaled $30.9 million, including $15.0 million for the Anderson acquisition in Hebron, KY.

In 2025, the Company returned $36.1 million to its shareholders through the payment of $10.1 million in quarterly dividends and $26.0 million through the repurchase of 733,000 shares of its common stock at an average cost of $35.60 per share.

“While our product momentum and demand remain strong, we must stay focused on improving our bottom-line performance. As I outlined last year, increasing profitability, aligning our manufacturing footprint with demand and right-sizing the business for the future are not optional – they are essential,” Seyfert added. “Over the past year, we have begun taking decisive actions to better balance capacity, control costs and position Ruger for long-term success. As we start 2026 our team continues to be focused on executing the plan, continuing to improve our cost structure and investing in the products and capabilities that will enable our growth and performance in the future.”

Today, the Company filed its Annual Report on Form 10-K for 2025. The financial statements included in this Annual Report on Form 10-K are attached to this press release.

The Annual Report on Form 10-K for 2025 is available on the SEC website at SEC.gov and the Ruger website at Ruger.com/corporate. Investors are urged to read the complete Annual Report on Form 10-K to ensure that they have adequate information to make informed investment judgments.

Earnings Call Information

The Company will host a webcast at 4:30pm ET today to discuss the fourth quarter and full-year 2025 financial results. Participants may access the live webcast via this link or by visiting Ruger.com/corporate. Those who wish to ask questions during the webcast will need to pre-register prior to the meeting.

About Sturm, Ruger & Co., Inc.

Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Ruger has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens®,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.

Forward-Looking Statements

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. 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.

This press release includes certain non-GAAP financial measures, including EBITDA and adjusted earnings per share. These measures are not prepared in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the tables accompanying this release.

STURM, RUGER & COMPANY, INC.
Consolidated Balance Sheets

(Dollars in thousands, except per share data)

December 31,

2025

2024

Assets

Current Assets

Cash and cash equivalents

$

18,451

$

10,028

Short-term investments

74,082

95,453

Trade receivables, net

64,510

67,145

Gross inventories

113,166

149,417

Less LIFO reserve

(67,058

)

(66,398

)

Less excess and obsolescence reserve

(3,227

)

(6,533

)

Net inventories

42,881

76,486

Prepaid expenses and other current assets

11,680

9,245

Total Current Assets

211,604

258,357

Property, plant and equipment

506,799

477,622

Less allowances for depreciation

(426,702

)

(406,373

)

Net property, plant and equipment

80,097

71,249

Deferred income taxes

19,720

16,681

Other assets

30,576

37,747

Total Assets

$

341,997

$

384,034

STURM, RUGER & COMPANY, INC.
Consolidated Balance Sheets (CONTINUED)

(Dollars in thousands, except per share data)

December 31,

2025

2024

Liabilities and Stockholders’ Equity

Current Liabilities

Trade accounts payable and accrued expenses

$

34,122

$

35,750

Contract liabilities with customers

-

-

Product liability

964

431

Employee compensation and benefits

15,023

18,824

Workers’ compensation

4,638

5,804

Total Current Liabilities

54,747

60,809

Lease liability

1,158

1,747

Employee compensation

2,271

1,835

Product liability accrual

61

61

Contingent liabilities

-

-

Stockholders’ Equity

Common stock, non-voting, par value $1:

Authorized shares – 50,000; none issued

Common stock, par value $1:

Authorized shares – 40,000,000

2025 – 24,490,478 issued,

15,944,253 outstanding

2024 – 24,467,983 issued,

16,790,824 outstanding

24,490

24,468

Additional paid-in capital

55,356

50,536

Retained earnings

422,045

436,609

Less: Treasury stock – at cost

2025 – 8,546,225 shares

2024 – 7,677,159 shares

(218,131

)

(192,031

)

Total Stockholders’ Equity

283,760

319,582

Total Liabilities and Stockholders’ Equity

$

341,997

$

384,034

STURM, RUGER & COMPANY, INC.
Consolidated Statements of Income and Comprehensive Income

(In thousands, except per share data)

Year ended December 31,

2025

2024

2023

Net firearms sales

$

543,474

$

532,608

$

540,746

Net castings sales

2,583

3,035

3,021

Total net sales

546,057

535,643

543,767

Cost of products sold

464,906

421,228

410,148

Gross profit

81,151

114,415

133,619

Operating Expenses (Income):

Selling

39,062

38,755

38,788

General and administrative

54,201

44,006

42,752

Other operating expense (income), net

187

-

(5

)

Total operating expenses

93,450

82,761

81,535

Operating (loss) income

(12,299

)

31,654

52,084

Other income:

Royalty income

1,401

857

658

Interest income

3,259

4,885

5,465

Interest expense

(94

)

(102

)

(205

)

Other income, net

572

481

822

Total other income, net

5,138

6,121

6,740

(Loss) income before income taxes

(7,161

)

37,775

58,824

Income taxes

(2,770

)

7,212

10,609

Net (loss) income and comprehensive (loss) income

$

(4,391

)

$

30,563

$

48,215

Basic (Loss) Earnings Per Share

$

(0.27

)

$

1.79

$

2.73

Diluted (Loss) Earnings Per Share

$

(0.27

)

$

1.77

$

2.71

Weighted average number of common shares outstanding – Basic

16,235,995

17,088,205

17,676,955

Weighted average number of common shares outstanding – Diluted

16,235,995

17,270,101

17,811,218

Cash Dividends Per Share

$

0.62

$

0.69

$

6.27

STURM, RUGER & COMPANY, INC.
Consolidated Statements of Cash Flows

(In thousands)

Year ended December 31,

2025

2024

2023

Operating Activities

Net (loss) income

$

(4,391

)

$

30,563

$

48,215

Adjustments to reconcile net (loss) income to cash provided by operating activities:

Depreciation and amortization

22,871

22,063

22,383

Stock-based compensation

5,020

4,342

3,989

Excess and obsolescence inventory reserve

(767

)

413

1,308

Inventory write-off

17,002

-

-

Loss (gain) on disposal of assets

187

-

(5

)

Deferred income taxes

(3,039

)

(4,705

)

(5,867

)

Changes in operating assets and liabilities:

Trade receivables

2,635

(7,281

)

5,585

Inventories

21,191

2,911

(16,125

)

Trade accounts payable and accrued expenses

(2,746

)

3,789

(4,406

)

Contract liability with customers

-

(149

)

(882

)

Employee compensation and benefits

(3,416

)

(5,869

)

(6,469

)

Product liability

533

(188

)

372

Prepaid expenses, other assets and other liabilities

(772

)

9,615

(13,026

)

Income taxes receivable/payable

-

-

(1,171

)

Cash provided by operating activities

54,308

55,504

33,901

Investing Activities

Property, plant and equipment additions

(15,846

)

(20,821

)

(15,796

)

Purchase of Anderson Manufacturing assets

(15,010

)

-

-

Purchases of short-term investments

(108,905

)

(138,885

)

(192,627

)

Proceeds from maturity of short-term investments

130,276

145,917

249,274

Net proceeds from sale of assets

-

-

5

Cash (used for) provided by investing activities

(9,485

)

(13,789

)

40,856

Financing Activities

Dividends paid

(10,122

)

(11,829

)

(110,789

)

Repurchase of common stock

(26,100

)

(34,408

)

(11,811

)

Payment of employee withholding tax related to share-based compensation

(178

)

(624

)

(2,156

)

Cash used for financing activities

(36,400

)

(46,861

)

(124,756

)

Increase (decrease) in cash and cash equivalents

8,423

(5,146

)

(49,999

)

Cash and cash equivalents at beginning of year

10,028

15,174

65,173

Cash and cash equivalents at end of year

$

18,451

$

10,028

$

15,174

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 three non-GAAP financial measures, EBITDA, EBITDA margin, and adjusted diluted earnings per share (“Adjusted EPS”), 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 believes that Adjusted EPS is useful to understanding its operating results and the ongoing performance of its underlying business by identifying unusual and infrequent non-operating items that are not related to our ongoing operations and presenting our earnings per share independent of those items. The Company uses both GAAP and non-GAAP financial measures to evaluate its financial performance.

Non-GAAP Reconciliation – EBITDA and EBITDA Margin

EBITDA

(Unaudited, dollars in thousands)

Year ended December 31,

2025

2024

Net 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 one-time non-cash, non-operating expenses.

Non-GAAP Reconciliation – Adjusted EPS

Adjusted Diluted Earnings per Share

Adjusted diluted earnings per share is defined as (i) net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration and related costs, divided by (ii) the weighted average diluted common stock shares outstanding.

Three Months Ended

December 31,

Year Ended

December 31,

2025

2024

2025

2024

Diluted earnings per share

$

0.21

$

0.62

$

(0.27

)

$

1.77

Inventory rationalization

-

-

0.63

-

Product rationalization and SKU reduction

-

-

0.24

-

Organizational realignment

-

-

0.12

0.07

Stockholder rights issues

0.04

-

0.04

-

Senior leadership transition

0.01

-

0.08

0.02

Adjusted diluted earnings per share

$

0.26

$

0.62

$

0.84

$

1.86

View source version on businesswire.com: https://www.businesswire.com/news/home/20260302842080/en/
Sturm, Ruger & Co., Inc.

700 S Ayersville Rd

Mayodan, NC 27027

www.ruger.com

203-259-7843

Original: Sturm, Ruger & Company, Inc. Reports Fourth Quarter and Full-Year 2025 Results