8-KThe WireRed Alert
Executive Change · Company Update
Filed Mar 27, 2026 · 3mo ago · Accession 0001174947-26-000435
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗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)
March 27, 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
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. ¨
1
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Transition of Chief Financial Officer Role; Severance
Agreement
On March 31, 2026, Thomas A. Dineen
will step down from his role as Chief Financial Officer of Sturm, Ruger & Company, Inc. (the “Company”). On April 1, 2026,
Andrew T. Wieland will succeed Mr. Dineen as Chief Financial Officer of the Company and will also become a Senior Vice President of the
Company.
Mr. Wieland, 40, has served as
Vice President of Finance and Controller of Eaton Electrical Sector Americas: Assemblies and Residential Solutions Group, a division of
Eaton Corporation, since June 2023. Prior to that, Mr. Wieland served as Finance Director and Division Controller, Eaton Aerospace Group,
Fuel and Motion Controls Division, a division of Eaton Corporation, from January 2020 until May 2023.
There were no arrangements or
understandings between Mr. Wieland and any other person pursuant to which Mr. Wieland was selected as Chief Financial Officer of the Company
and as a Senior Vice President of the Company and there are no family relationships between Mr. Wieland and any director or executive
officer of the Company. Mr. Wieland has no direct or indirect material interest in any related party transaction required to be disclosed
under Item 404(a) of Regulation S-K.
In connection with Mr. Wieland’s
appointment, the Company and Mr. Wieland will enter into the Company’s customary Severance Agreement (the “Wieland Agreement”)
that it uses for its executives, effective as of April 1, 2026. The Wieland Agreement is not an employment contract and does not specify
an employment term, compensation levels or other terms or conditions of employment.
The Wieland Agreement provides
for severance benefits, if, during its term (i) prior to the occurrence of a Change in Control (as defined therein), the Company terminates
the employment of Mr. Wieland without Cause (as defined therein) or Mr. Wieland terminates his employment for Good Reason (as defined
therein); or (ii) within 24 months after the effective date of a Change in Control, the Company terminates the employment of Mr. Wieland
without Cause or Mr. Wieland terminates his employment for Good Reason.
The Wieland Agreement provides
for severance benefits consisting of the following primary components:
· if, prior to the occurrence of a Change in Control, the Company terminates the employment of Mr. Wieland
without Cause or Mr. Wieland terminates his employment for Good Reason, (i) Mr. Wieland shall be entitled to a lump sum cash payment equal
to 18 months of Base Annual Salary (as defined therein); (ii) the prorated portion of Mr. Wieland’s then-outstanding Retention Restricted
Stock Unit Awards and Performance Restricted Stock Unit Awards shall vest and be paid in accordance with their terms; and (iii) Mr. Wieland
shall be entitled to continued medical insurance benefits for the period not to exceed 18 months from the date his employment with the
Company terminates; or
· if, within 24 months after the effective date of a Change in Control, the Company terminates the employment
of Mr. Wieland without Cause or Mr. Wieland terminates his employment for Good Reason, (i) Mr. Wieland shall be entitled to a lump sum
cash payment equal to 24 months of his Annual Compensation (as defined therein); (ii) Mr. Wieland’s then-outstanding Retention Restricted
Stock Unit Awards and Performance Restricted Stock Unit Awards shall fully vest and be paid in a lump sum equal to the cash value of the
subject vested shares of Common Stock as of the effective date of such Change in Control; and (iii) Mr. Wieland shall be entitled to continued
medical insurance benefits for the period not to exceed 24 months from the date his employment with the Company terminates.
2
The Wieland Agreement has a one-year
term, subject to automatic extension for additional one-year periods on each anniversary of the date it was entered into by the parties
unless (i) Mr. Wieland gives notice of his intent to terminate his employment, or otherwise terminates his employment, before such date
or (ii) the Company gives written notice to Mr. Wieland of the termination of such automatic extensions at least 360 days prior to such
date.
The foregoing description of
the Wieland Agreement is qualified in its entirety by reference to the complete terms and conditions of the Wieland Agreement, which
is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
On March 27, 2026, the Company
issued a press release announcing the appointment of Mr. Wieland as the Company’s next Chief Financial Officer and as a Senior Vice
President of the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit No .
Description
10.1
Severance Agreement, dated as of April 1, 2026, by and between Sturm, Ruger & Company, Inc. and Andrew T. Wieland.
99.1
Press release issued March 27, 2026.
3
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/ Sarah Colbert
Name:
Sarah Colbert
Title:
Senior Vice President,
Corporate Secretary and
General Counsel
Dated: March 27, 2026
4
Filing details
- Company
- STURM RUGER & CO INC
- Ticker
- RGR
- CIK
- 95029
- Form type
- 8-K
- Filing date
- Mar 27, 2026
- Report date
- Mar 27, 2026
- Document
- form8k-35634_rgr.htm
- Size
- 304 KB