UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE
ACT OF 1934
STURM, RUGER & COMPANY, INC.
(Name of Subject Company)
STURM, RUGER & COMPANY, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
864159108
(CUSIP Number of Class of Securities)
Sarah F. Colbert
Senior Vice President, Corporate Secretary and General
Counsel
Sturm, Ruger & Company, Inc.
One Lacey Place
Southport, Connecticut 06890
(203) 259-7843
(Name, address and telephone numbers of person authorized
to receive notices and communications
on behalf of the persons filing statement)
With copies to:
Richard M. Brand
Kiran S. Kadekar
White & Case LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 819-8200
☒ Check the box if the filing
relates solely to preliminary communications made before the commencement of a tender offer.
This Schedule 14D-9C relates solely to the below listed
preliminary communication made on the date hereof before the commencement of a potential tender offer by Beretta Holding S.A. (“Beretta”),
to acquire up to 20.05% of the outstanding shares of common stock, par value $1.00 per share, of Sturm, Ruger & Company, Inc., a Delaware
corporation (the “Company”).
| · | Exhibit 99.1: Press Release, dated March 25, 2026, issued by the Company. |
Cautionary Notes on Forward-Looking Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,”
“anticipate,” “estimate,” “expect,” “predict,” “project,” “future,”
“potential,” “intend,” “plan,” “assume,” “believe,” “forecast,”
“look,” “build,” “focus,” “create,” “work,” “continue” or the
negative of such terms or other variations thereof and words and terms of similar substance. Such forward-looking statements also include,
among others, statements with respect to the tender offer proposed by Beretta, including without limitation statements with respect to
whether or not the proposed tender offer will commence at all. The forward looking statements in this communication are based upon the
current beliefs, assumptions and expectations of the Company, including without limitation with respect to the Company’s current
and future plans, strategies, positioning, resources and capabilities, financial, operating and other performance and the occurrence or
non-occurrence of certain events, and are subject to significant risks and uncertainties. Actual results could differ materially from
those expressed in or implied by the forward-looking statements contained in this communication because of a variety of factors, including
without limitation those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports
on Form 8-K and other filings made by the Company with the SEC, as well as actions taken or not taken by Beretta. The Company expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect
any change in beliefs, assumptions or expectations or any change in events, conditions or circumstances on which any such statements are
based.
Additional Information and Where to Find It
The tender offer proposed by Beretta described in
this communication has not commenced. This communication is for informational purposes only and is neither a recommendation, nor an offer
to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that Beretta
or the Company will be required to file with the SEC if the tender offer commences. If the tender offer is commenced, Beretta will be
required to file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S SECURITY HOLDERS AND OTHER INVESTORS ARE URGED TO
READ THE TENDER OFFER MATERIALS (INCLUDING ANY OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND ANY OTHER TENDER OFFER DOCUMENTS)
AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING WHETHER TO TENDER THEIR SHARES INTO
THE TENDER OFFER, IF THE TENDER OFFER COMMENCES. IF THE TENDER OFFER IS COMMENCED, BERETTA’S TENDER OFFER STATEMENT ON SCHEDULE
TO (INCLUDING THE RELATED EXHIBITS) AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL BE AVAILABLE
AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, IF THE TENDER OFFER IS COMMENCED, (I) BERETTA HAS STATED THAT THE
TENDER OFFER MATERIALS THAT ARE FILED BY BERETTA WITH THE SEC WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY FREE OF CHARGE
FROM THE INFORMATION AGENT FOR THE TENDER OFFER AND (II) THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL
BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY FREE OF CHARGE BY THE COMPANY.
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Exhibit
No. |
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Description |
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| 99.1 |
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Press Release, dated March 25, 2026, issued by the Company. |
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