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Sturm Ruger targeted in $44.80 share tender

STURM, RUGER & COMPANY, INC.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
SC TO-T

Rhea-AI Filing Summary

STURM, RUGER & COMPANY, INC. (RGR) is the subject of a cash tender offer in which Beretta Holding S.A. is offering to purchase up to 2,400,184 shares of its common stock at $44.80 per share, net to the seller in cash, without interest, subject to the terms and conditions of an Offer to Purchase dated September 17, 2026 and a related Letter of Transmittal.

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Maximum shares subject to tender offer 2,400,184 shares Outstanding common stock of Sturm, Ruger & Company, Inc. targeted by Beretta Holding
Tender offer price per share $44.80 per share Cash consideration offered per Sturm Ruger common share, net to seller, without interest
Par value of common stock $1.00 per share Par value of Sturm, Ruger & Company, Inc. common stock subject to the offer
Offer to Purchase date September 17, 2026 Date of the Offer to Purchase governing the tender offer terms
Agreement date between Beretta Holding and the Company May 2, 2026 Agreement incorporated by reference as Exhibit 10.1 to a Form 8-K
Joint press release date May 4, 2026 Joint announcement by Beretta Holding and Sturm Ruger regarding their agreement
Tender Offer regulatory
"which, together with any amendments and supplements thereto, collectively constitute the “Tender Offer”."
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Offer to Purchase regulatory
"upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 17, 2026"
An offer to purchase is a formal proposal from one party to buy a specific amount of shares or assets from another party at a set price. It matters to investors because it signals interest in acquiring ownership and can influence the value or control of a company. Think of it as someone putting forward a clear, serious offer to buy something they find valuable.
Letter of Transmittal regulatory
"and in the related Letter of Transmittal, copies of which are attached hereto"
A letter of transmittal is a written form investors use when sending physical stock certificates or electronic ownership documents to a company or its agent to surrender shares, tender them in an offer, or claim payment or replacement securities. It acts like a packing slip that lists what is enclosed, gives instructions on how the transfer should be handled, and provides proof of the transaction—important for ensuring investors receive the correct payment or new securities without delay or dispute.
Notice of Guaranteed Delivery regulatory
"Form of 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.
summary advertisement regulatory
"Form of summary advertisement, dated September 17, 2026."

FAQ

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

What is Beretta Holding offering to pay for Sturm Ruger (RGR) shares?
Beretta Holding is offering $44.80 per share, net to the seller in cash, without interest, for shares of Sturm, Ruger & Company, Inc. common stock, as described in the Offer to Purchase dated September 17, 2026.

How many Sturm Ruger (RGR) shares are included in the tender offer?
The tender offer covers up to 2,400,184 outstanding shares of Sturm, Ruger & Company, Inc. common stock, as stated in the Schedule TO filed by Beretta Holding S.A.

What class of Sturm Ruger (RGR) securities is subject to the tender offer?
The offer applies to common stock of Sturm, Ruger & Company, Inc. with a par value of $1.00 per share, identified by CUSIP 864159108.

Who is making the tender offer for Sturm Ruger (RGR) shares?
The tender offer is being made by Beretta Holding S.A., a Luxembourg corporation, as the filing person and offeror under the Schedule TO.

Where can investors find the detailed terms of the Sturm Ruger (RGR) tender offer?
The detailed terms are set out in the Offer to Purchase dated September 17, 2026 and the related Letter of Transmittal, which are filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE TO

(RULE 14d-100)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

________________________

 

STURM, RUGER & COMPANY, INC.

(Name of Subject Company (Issuer))

________________________

 

BERETTA HOLDING S.A.

(Names of Filing Persons (Offerors))

____________________________________

 

Common Stock, Par Value $1.00 Per Share

(Title of Class of Securities)

_________________________

 

864159108 

(CUSIP Number of Class of Securities)

________________________

 

Robert Eckert
Beretta Holding S.A.

9 rue Sainte Zithe
Luxembourg, N4, L-2763

352 27 72 13 302

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

 

Copies to:

 

Andrew M. Freedman, Esq.

Michael R. Neidell, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

and

Christopher Sheaffer, Esq.

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

(212) 521-5400

 

☐Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒third-party tender offer subject to Rule 14d-1.
☐issuer tender offer subject to Rule 13e-4.
☐going-private transaction subject to Rule 13e-3.
☐amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

Items 1 through 11.

 

This Tender Offer Statement on Schedule TO is filed by Beretta Holding S.A., a Luxembourg corporation (“Beretta Holding”). This Schedule TO relates to the offer by Beretta Holding to purchase up to 2,400,184 outstanding shares of common stock, par value $1.00 per share (the “Shares”), of Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”), at $44.80 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 17, 2026 (the “Offer to Purchase”), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments and supplements thereto, collectively constitute the “Tender Offer”). The information set forth in the Offer to Purchase and the related Letter of Transmittal is incorporated herein by reference with respect to Items 1 through 11 of this Schedule TO.

 

Item 12.    Exhibits.

 

(a)(1)(i)   Offer to Purchase dated September 17, 2026.
(a)(1)(ii)   Form of Letter of Transmittal.
(a)(1)(iii)   Form of Notice of Guaranteed Delivery.
(a)(1)(iv)   Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(v)   Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)   Form of summary advertisement, dated September 17, 2026.
(a)(5)(i)*   Letter to Ruger Board, dated March 25, 2026. (incorporated by reference to Exhibit (a)(5)(A) of the SC TO-C filed by Beretta Holding on March 25, 2026)
(a)(5)(ii)*   Press release issued by Beretta Holding, dated March 25, 2026. (incorporated by reference to Exhibit (a)(5)(B) of the SC TO-C filed by Beretta Holding on March 25, 2026)
(a)(5)(iii)   Joint press release issued by Beretta Holding and the Company, dated May 4, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on May 4, 2026).
(a)(5)(iv)   Press release issued by Beretta Holding, dated September 17, 2026.
(b)   Not applicable.
(c)   Not applicable.
(d)(1)   Agreement by and among Beretta Holding and the Company, dated May 2, 2026 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on May 4, 2026).
(e)   Not applicable.
(f)   Not applicable.
(g)   Not applicable.
(h)   Not applicable.
107   Filing Fee Table

*       Previously filed.

 

 

 

 

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  September 17, 2026

 

  BERETTA HOLDING S.A.
     
  By: /s/ Robert Eckert
  Name: Robert Eckert
  Title: General Manager

 

 

Source: View Original Filing on SEC EDGAR

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