Sturm Ruger to end shareholder rights plan early
Ruger’s board has terminated its shareholder rights plan earlier than scheduled after regulatory conditions tied to its cooperation agreement with Beretta Holding were satisfied.
Rhea-AI Filing Summary
STURM RUGER & CO INC (RGR) has amended its shareholder Rights Agreement with Computershare Trust Company, N.A. to accelerate the final expiration date of its common share purchase rights. The Rights, which were previously scheduled to expire at the close of business on October 13, 2026, will now expire at the close of business on September 16, 2026, at which time the Rights Agreement terminates and all Rights distributed to common shareholders will lapse.
The Board’s decision follows satisfaction of regulatory conditions under Ruger’s previously announced Strategic Cooperation Agreement with Beretta Holding S.A., and the Board unanimously determined that an active Rights Plan is not necessary at this time. The terms of the cooperation agreement with Beretta Holding remain unchanged, and shareholders do not need to take any action in connection with the Rights Plan’s expiration.
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8-K Event Classification
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Rights Agreement regulatory
Final Expiration Date regulatory
Strategic Cooperation Agreement financial
Regulation FD Disclosure regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
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Item 1.01 Entry Into a Material Definitive Agreement.
On September 16, 2026, Sturm Ruger & Company, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), entered into an amendment (the “Amendment”) to that certain Rights Agreement, dated as of October 14, 2025, between the Company and the Rights Agent (the “Rights Agreement”).
The Amendment accelerates the Final Expiration Date of the Company’s common share purchase rights (the “Rights”) under the Rights Agreement from the Close of Business (as such terms are defined in the Rights Agreement) on October 13, 2026 to the Close of Business on September 16, 2026, and the Rights Agreement will terminate at such time. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 1.02.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
On September 16, 2026, the Company issued a press release announcing the Amendment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Amendment No. 1, dated as of September 15, 2026, to Rights Agreement, dated as of October 14, 2025, between Sturm Ruger & Company, Inc. and Computershare Trust Company, N.A., as rights agent. | |
| 99.1 | Press Release issued on September 16, 2026. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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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 F. Colbert | ||
| Name: | Sarah F. Colbert | ||
| Title: | Senior Vice President, | ||
| Corporate Secretary and | |||
| General Counsel | |||
Dated: September 16, 2026
Exhibit 99.1
FOR RELEASE: September 16, 2026
For further information, contact:
Rob Werkmeister, Senior Vice President of Marketing & Customer
Experience
rwerkmeister@ruger.com
Ruger Provides Update on Strategic Cooperation Agreement with Beretta Holding
Mayodan, NC -- Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) today announced that the applicable regulatory conditions under its previously announced Strategic Cooperation Agreement (“Agreement”) with Beretta Holding S.A. (“Beretta Holding”) have been satisfied.
Therefore, consistent with the terms of the Agreement, the Company’s Board of Directors (the “Board”) has unanimously approved an amendment (the “Amendment”) to the Company’s shareholder rights plan (the “Rights Plan”) pursuant to which the final expiration date has been accelerated from October 13, 2026 to September 16, 2026. The effect of the Amendment is to terminate the Rights Plan at the close of business today. Shareholders are not required to take any action in connection with the expiration of the Rights Plan.
In deciding to accelerate the final expiration date the Board evaluated the Company’s current circumstances and determined that an active Rights Plan is not necessary at this time to serve the best interests of the shareholders.
“These actions represent the natural, next steps outlined in the Agreement we announced in May,” said Todd Seyfert, President and Chief Executive Officer of Ruger. “We remain focused on executing our strategy and operating the business in the best interests of Ruger and all of our shareholders.”
The terms of the Agreement remain unchanged.
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
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.
