BERETTA HOLDING S.A. ANNOUNCES PRELIMINARY RESULTS OF CASH TENDER OFFER FOR SHARES OF STURM, RUGER & COMPANY, INC.

Final purchase allocations remain subject to confirmation and delivery of shares submitted through guaranteed-delivery notices.

Rhea-AI Summary

Beretta Holding announced preliminary results of its oversubscribed cash tender offer for Sturm, Ruger & Company (NYSE: RGR) shares.

The offer expired October 15, 2026, with purchases limited to 2,400,184 shares at $44.80 each. A preliminary count showed 3,589,647 shares validly tendered and not properly withdrawn, excluding 2,652,256 shares tendered by notice of guaranteed delivery. Beretta estimates an approximately 38.45% proration factor, assuming all guaranteed-delivery shares arrive within the required one-trading-day period. The final factor remains subject to depositary confirmation. Payment for accepted shares and return of unpurchased shares will follow promptly after the final factor is determined.

1 point · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Beretta's planned investment covers up to 2,400,184 Ruger shares at $44.80 per share in cash.

Negative

• Minor pointPurchase allocations remain preliminary; the estimated approximately 38.45% proration factor requires depositary confirmation.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proration assumes all guaranteed-delivery shares arrive within the required one-trading-day period.

Key Figures

Maximum shares sought: 2,400,184 shares Cash offer price: $44.80 per share Shares tendered: 3,589,647 shares +2 more

Maximum shares sought

2,400,184 shares

Aggregate purchase limit under the tender offer

Cash offer price

$44.80 per share

Tender offer price

Shares tendered

3,589,647 shares

Validly tendered and not properly withdrawn; excludes guaranteed-delivery shares

Guaranteed-delivery shares

2,652,256 shares

Tendered by notice of guaranteed delivery

Estimated proration factor

Approximately 38.45%

Preliminary estimate, subject to depositary confirmation and delivery of guaranteed-delivery shares

Historical Context

1 past event · Latest: Sep 17

1 event

1. Sep 17

   Tender offer launch

   24h Move

   +8.1%

   Beretta launched the same capped cash offer at $44.80 per share.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

cash tender offer, proration factor, notice of guaranteed delivery, depositary

4 terms

cash tender offer financial

"preliminary results of its cash tender offer to purchase up to"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

proration factor financial

"estimates that the proration factor for the Tender Offer will be"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

notice of guaranteed delivery financial

"excluding 2,652,256 Shares tendered by notice of guaranteed delivery"

A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.

depositary financial

"Based on a preliminary count by the depositary for the Tender Offer"

A depositary is a financial institution that holds and safeguards financial assets, such as stocks or bonds, on behalf of investors. It ensures that ownership records are accurate and that transactions are processed securely. For investors, a depositary provides a trustworthy way to manage their investments, similar to a secure vault that keeps valuables safe and organized.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LUXEMBOURG, Oct. 16, 2026 /PRNewswire/ -- Beretta Holding S.A. ("Beretta Holding") announced today the preliminary results of its cash tender offer to purchase up to 2,400,184 of the outstanding shares of common stock, par value $1.00 per share (the "Shares"), of Sturm, Ruger & Company, Inc. (NYSE: RGR) ("Ruger") at a price of $44.80 per share in cash (the "Tender Offer"). The Tender Offer expired at one minute following 11:59 p.m., New York City time, on Thursday, October 15, 2026. 

Based on a preliminary count by the depositary for the Tender Offer, a total of 3,589,647 Shares were validly tendered and not properly withdrawn, excluding 2,652,256 Shares tendered by notice of guaranteed delivery.

Because the Tender Offer was oversubscribed, the number of Shares that Beretta Holding will purchase from each tendering stockholder will be prorated to limit the aggregate purchase to 2,400,184 Shares. Based on the preliminary information provided by the depositary, and including all Shares tendered by notice of guaranteed delivery, Beretta Holding estimates that the proration factor for the Tender Offer will be approximately 38.45%. 

The proration factor is based on the depositary's preliminary count and the assumption that all Shares tendered by notice of guaranteed delivery will be delivered within the required one-trading-day period, and is subject to confirmation by the depositary. The final proration factor will be announced following the expiration of the guaranteed delivery period and completion by the depositary of its confirmation process. Payment for Shares accepted for purchase under the Tender Offer, and the return of all other Shares tendered and not purchased, will occur promptly following determination of the final proration factor.

Pietro Gussalli Beretta, Chairman and CEO of Beretta Holding, stated, "This investment represents a significant milestone for Beretta Holding. It marks our first participation in a publicly listed company and opens a new chapter in our development as a long-term investor in the U.S. capital markets. Our cooperation with Ruger expands our position in the United States, our largest market, while creating new opportunities to expand Ruger's presence internationally."

Saratoga Proxy Consulting LLC is the Information Agent for the Tender Offer, and any questions or requests for assistance with respect to the Tender Offer may be directed to Saratoga Proxy Consulting LLC.

Forward-Looking Statements

This press release may contain certain "forward-looking statements," many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Beretta Holding. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to the number of Shares to be purchased in the Tender Offer, the proration factor and other risks and uncertainties discussed in the Tender Offer documents filed by Beretta Holding and the Solicitation/Recommendation Statement filed by Ruger. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

View original content:https://www.prnewswire.com/news-releases/beretta-holding-sa-announces-preliminary-results-of-cash-tender-offer-for-shares-of-sturm-ruger--company-inc-302911028.html

SOURCE Beretta Holding S.A.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Ruger shares will Beretta Holding buy, and at what price?

Beretta Holding will purchase up to 2,400,184 Ruger shares at $44.80 per share in cash. The tender offer was oversubscribed, so purchases from each tendering shareholder will be prorated to keep the aggregate purchase within that limit.

What is the preliminary proration factor for Beretta Holding's Ruger tender offer?

Beretta estimates the proration factor at approximately 38.45%, including shares tendered by notice of guaranteed delivery. That estimate assumes all such shares arrive within the required one-trading-day period. The final factor will be announced after the guaranteed-delivery period expires and the depositary completes confirmation.