Sturm Ruger holder Beretta launches $44.80 share offer

Beretta Holding has launched a cash tender offer for additional RGR shares that could raise its stake to about 24.95% if fully subscribed.

Rhea-AI Filing Summary

STURM RUGER & CO INC (RGR) is the subject of an amended Schedule 13D from Beretta Holding S.A., which currently beneficially owns 1,587,000 shares of RGR common stock, representing 9.93% of the outstanding shares based on 15,978,256 shares outstanding as of July 15, 2026.

Beretta has commenced a cash tender offer, starting September 17, 2026, to purchase up to 2,400,184 additional shares at $44.80 per share. If fully subscribed, Beretta or its affiliate would own 3,987,184 shares, or 24.95% of RGR. The offer expires one minute after 11:59 p.m. New York City time on October 15, 2026, unless extended, is not subject to financing or a minimum tender, and is described as being for investment purposes rather than to acquire control.

Key Figures

Shares beneficially owned by Beretta: 1,587,000 shares Ownership percentage: 9.93% Shares outstanding: 15,978,256 shares +5 more

8 metrics

Shares beneficially owned by Beretta 1,587,000 shares Current beneficial ownership of RGR common stock

Ownership percentage 9.93% Percentage of RGR common stock currently beneficially owned by Beretta

Shares outstanding 15,978,256 shares RGR common stock outstanding as of July 15, 2026

Tender offer size 2,400,184 shares Maximum number of RGR shares Beretta seeks to purchase in the tender offer

Tender offer price $44.80 per share Cash price offered by Beretta for each RGR share

Post-offer ownership shares 3,987,184 shares Approximate total RGR shares Beretta or its affiliate would own if the offer is fully subscribed

Post-offer ownership percentage 24.95% Approximate percentage of RGR common stock if tender offer is fully subscribed

Tender offer expiration October 15, 2026 Expiration date and time for the tender offer, unless extended

Key Terms

tender offer, beneficially owned, cooperation agreement, Solicitation/Recommendation Statement on Schedule 14D-9

4 terms

tender offer financial

"the Reporting Person commenced a tender offer (the "Tender Offer") to purchase up to 2,400,184 shares"

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.

beneficially owned financial

"would result in the Reporting Person or its affiliate beneficially owning an aggregate of approximately 3,987,184 Shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

cooperation agreement financial

"the Reporting Person entered into a cooperation agreement with the Issuer (the "Agreement")"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

Solicitation/Recommendation Statement on Schedule 14D-9 regulatory

"as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Issuer"

FAQ

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

What stake does Beretta Holding S.A. currently hold in RGR?

Beretta Holding S.A. beneficially owns 1,587,000 shares of STURM RUGER & CO INC common stock, representing 9.93% of the outstanding shares, based on 15,978,256 shares outstanding as of July 15, 2026.

What are the key terms of Beretta’s tender offer for RGR shares?

Beretta commenced a tender offer to purchase up to 2,400,184 shares of RGR common stock at a cash price of $44.80 per share. The offer is for investment purposes and is not seeking to acquire control of the company.

How large could Beretta’s ownership in RGR become if the tender offer is fully subscribed?

If the tender offer is fully subscribed, Beretta or its affiliate would beneficially own an aggregate of approximately 3,987,184 shares of RGR, which would represent about 24.95% of the outstanding common stock.

When does the RGR tender offer by Beretta expire?

The tender offer and withdrawal rights will expire at one minute after 11:59 p.m., New York City time, on October 15, 2026, unless the tender offer is extended according to its terms.

Is Beretta’s tender offer for RGR subject to financing or a minimum tender condition?

The tender offer is not subject to any financing condition and is not conditioned on any minimum number of shares being tendered. It is subject to certain customary conditions described in the offer documents.

What is the stated purpose of Beretta’s tender offer for RGR shares?

Beretta states that it is seeking to acquire the shares in the tender offer for investment purposes, and that the tender offer is not seeking to acquire control of STURM RUGER & CO INC.

Has Beretta traded RGR shares in the 60 days before this amendment?

The reporting person states that it has not effected any transaction with respect to STURM RUGER & CO INC common stock during the past 60 days before the date of this amendment.

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

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Available on EDGAR 09/17/2026 - 04:16 PM Accepted by SEC EDGAR 09/17/2026 - 04:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

09/17/2026

(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)

9.93 %

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: 700 S AYERSVILLE ROAD, MAYODAN, NORTH CAROLINA , 27027.
Item 1 Comment: This Amendment No. 7 to the Schedule 13D ("Amendment No. 7") 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, the third amendment to the Schedule 13D filed by the Reporting Person with the SEC on February 26, 2026, the fourth amendment to the Schedule 13D filed by the Reporting Person on March 25, 2026, the fifth amendment to the Schedule 13D filed by the Reporting Person on March 31, 2026 and the sixth amendment to the Schedule 13D filed by the Reporting Person on May 4, 2026 (collectively, as amended, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 7, 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: As previously disclosed in Amendment No. 6 to the Schedule 13D, on May 2, 2026, the Reporting Person entered into a cooperation agreement with the Issuer (the "Agreement"). Pursuant to the Agreement, and upon the terms and subject to the conditions thereof and following the satisfaction of the Regulatory Conditions (as defined in the Agreement), on September 17, 2026, the Reporting Person commenced a tender offer (the "Tender Offer") to purchase up to 2,400,184 shares of the Issuer's issued and outstanding Common Stock, for a cash price per share of $44.80. If the Tender Offer is fully subscribed, the Reporting Person or its affiliate will purchase 2,400,184 Shares, which would represent approximately 15.02% of the outstanding Shares and would result in the Reporting Person or its affiliate beneficially owning an aggregate of approximately 3,987,184 Shares, which would represent approximately 24.95% of the outstanding Shares. The Tender Offer and withdrawal rights will expire at one minute after 11:59 p.m., New York City time, on October 15, 2026, unless the Tender Offer is extended. The Tender Offer is not subject to any financing condition and is not conditioned on any minimum number of Shares being tendered. The Tender Offer is subject to the satisfaction of certain customary conditions. The Reporting Person is seeking to acquire the Shares in the Tender Offer for investment purposes. The Tender Offer is not seeking to acquire control of the Issuer. The above summary is provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Issuer. The full details of the Tender Offer, including complete instructions on how to tender Shares, will be included in the offer to purchase, the letter of transmittal and other related materials which the Reporting Person will publish, send or give to stockholders of the Issuer, and file such materials with the SEC. Stockholders are urged to read carefully the offer to purchase, the letter of transmittal and other related materials, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Issuer, when they become available because they will contain important information, including the terms and conditions of the Tender Offer. Stockholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, after they are filed with the SEC at the SEC's website at www.sec.gov.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) is hereby amended and restated to read as follows: The percentages used in this Schedule 13D are based upon 15,978,256 shares of Common Stock outstanding as of July 15, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2026. See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Stock and percentage of the Common Stock beneficially owned by the Reporting Person.
(b)	Item 5(b) is hereby amended and restated to read as follows: See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Stock to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) is hereby amended and restated to read as follows: The Reporting Person has not effected any transaction with respect to the Issuer's Common Stock during the past 60 days.

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:	09/17/2026