Beretta Holding (NYSE: RGR holder) eyes premium tender offer for more Sturm Ruger shares

Rhea-AI Filing Summary

Beretta Holding S.A. filed Amendment No. 4 to its Schedule 13D on Sturm, Ruger & Co., reporting beneficial ownership of 1,587,000 shares of common stock, representing 9.95% of the class. Beretta is a Luxembourg entity and holds sole voting and dispositive power over these shares.

The filing adds that on March 25, 2026, Beretta sent a letter to Sturm Ruger’s board stating it is prepared, subject to receiving an exemption from the company’s shareholder rights plan, to commence a tender offer for up to 20.05% of the issuer’s outstanding common shares not already owned by Beretta at $44.80 per share. The indicated price reflects an approximately 20% premium to the volume-weighted average price of Sturm Ruger shares over the 60 trading days ending March 24, 2026. The full letter is attached as Exhibit 99.1.

Positive

• Premium conditional tender offer indication: Beretta states it is prepared to commence a tender offer for up to 20.05% of Sturm Ruger’s outstanding shares not already owned at $44.80 per share, an indicated premium of approximately 20% to the 60‑day volume‑weighted average price.

Negative

• Increased strategic uncertainty and poison pill constraint: The tender offer indication is expressly conditioned on an exemption from Sturm Ruger’s shareholder rights plan adopted October 14, 2025, introducing uncertainty around potential changes in ownership and the board’s response.

Insights

M&A and activism analyst

Beretta signals a premium, conditional tender offer for a larger Sturm Ruger stake.

Beretta Holding S.A. now reports 1,587,000 Sturm Ruger shares, or 9.95% of the common stock, with sole voting and dispositive power. That level already makes Beretta a significant shareholder with the ability to influence governance discussions.

The new element is Beretta’s letter stating it is prepared to launch a tender offer for up to 20.05% of outstanding shares not already owned, at $44.80 per share. The filing notes this is about a 20% premium to the 60‑day volume‑weighted average price ending March 24, 2026, implying a potentially attractive exit opportunity for some holders.

The proposal is explicitly conditioned on an exemption from the shareholder rights plan adopted on October 14, 2025. Actual impact depends on how Sturm Ruger’s board responds and whether the rights plan is modified, which would be addressed in future company or regulatory communications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

STURM RUGER & CO INC

(Name of Issuer)

Common Stock, $1.00 par value per share

(Title of Class of Securities)

864159108

(CUSIP Number)

Robert Eckert
Beretta Holding S.A., 9 rue Sainte Zithe,
Luxembourg, N4, L-2763
352 691 325 028

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

03/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 864159108

1

Name of reporting person

Beretta Holding S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

LUXEMBOURG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,587,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,587,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,587,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.95 %

14

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $1.00 par value per share
(b)	Name of Issuer: STURM RUGER & CO INC
(c)	Address of Issuer's Principal Executive Offices: 1 LACEY PLACE, SOUTHPORT, CONNECTICUT , 06490.
Item 1 Comment: This Amendment No. 4 to the Schedule 13D ("Amendment No. 4") is being filed on behalf of the undersigned, Beretta Holding S.A. (the "Reporting Person"), to amend the Schedule 13D filed by the Reporting Person with the SEC on September 22, 2025, the first amendment to the Schedule 13D filed by the Reporting Person with the SEC on October 2, 2025, the second amendment to the Schedule 13D filed by the Reporting Person with the SEC on December 1, 2025, and the third amendment to the Schedule 13D filed by the Reporting Person with the SEC on February 26, 2026 (collectively, as amended, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 4, the information previously reported in the Schedule 13D remains unchanged. All capitalized terms contained herein but not otherwise defined shall have the meaning ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On March 25, 2026, the Reporting Person delivered a letter (the "Letter") to the Issuer's board of directors (the "Board"), disclosing that, subject to the Issuer granting the Reporting Person an exemption under the shareholder rights plan (commonly referred to as a "poison pill") adopted by the Board on October 14, 2025, the Reporting Person is prepared to commence a tender offer for up to 20.05% of the Issuer's outstanding shares of common stock not already owned by the Reporting Person, at a purchase price of $44.80 per share. This represents a significant premium of approximately 20% to the volume-weighted average price of the Issuer's shares over the 60 trading days ending on March 24, 2026. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit 99.1 - Letter to the Board of Directors, dated March 25, 2026

SIGNATURE

After reasonable 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.

Beretta Holding S.A.

Signature:	/s/ Robert Eckert
Name/Title:	Robert Eckert, General Manager of Beretta Holding S.A.
Date:	03/25/2026

FAQ

What stake in Sturm Ruger (RGR) does Beretta Holding S.A. report in this Schedule 13D/A?

Beretta Holding S.A. reports beneficial ownership of 1,587,000 shares of Sturm Ruger common stock, equal to 9.95% of the outstanding class. It has sole voting and sole dispositive power over these shares, making it a significant shareholder with concentrated control over its position.

What potential tender offer does Beretta propose for Sturm Ruger (RGR) shares?

Beretta indicates it is prepared to commence a tender offer for up to 20.05% of Sturm Ruger’s outstanding common shares not already owned, at a price of $44.80 per share. This proposal is described in a letter to the board dated March 25, 2026, attached as Exhibit 99.1.

How does Beretta’s proposed price for Sturm Ruger (RGR) compare to recent trading levels?

The indicated tender offer price of $44.80 per share represents a significant premium. The filing states this level is approximately 20% above the volume‑weighted average price of Sturm Ruger shares over the 60 trading days ending on March 24, 2026, improving potential seller economics.

What condition must be satisfied before Beretta’s potential Sturm Ruger (RGR) tender offer proceeds?

Beretta’s indication is explicitly conditioned on Sturm Ruger granting it an exemption from the shareholder rights plan adopted October 14, 2025. Without this exemption, the rights plan—often called a poison pill—could affect any attempt to significantly increase ownership through a tender offer.

Where can investors find details of Beretta’s letter to the Sturm Ruger (RGR) board?

The filing notes that Beretta’s March 25, 2026 letter to Sturm Ruger’s board is included as Exhibit 99.1. The summary in the amendment is qualified in its entirety by reference to this full letter, which provides complete terms and context of the indicated tender proposal.

What type of filing is this amendment related to Sturm Ruger (RGR)?

This document is Amendment No. 4 to a Schedule 13D filed by Beretta Holding S.A. on Sturm Ruger. It updates prior beneficial ownership disclosures and adds new information on Beretta’s indication that it is prepared to launch a premium tender offer, subject to specific conditions.