[SCHEDULE 13D/A] STURM RUGER & CO INC Amended Major Shareholder Report
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13D/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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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
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)
03/31/2026
(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
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| 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)
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| 6 | Citizenship or place of organization
LUXEMBOURG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
9.95 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
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| 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. 5 to the Schedule 13D ("Amendment No. 5") 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, and the fourth amendment to the Schedule 13D filed by the Reporting Persons on March 25, 2026 (collectively, as amended, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 5, 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 28, 2026, the Issuer sent a letter to the Reporting Person (the "March 28 Letter") in which the Issuer rejected the Reporting Person's request for an exemption under the Issuer's "poison pill" rights plan that would be required in order for the Reporting Person to consummate its proposed all-cash premium 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. The $44.80 per share offer price 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. In the March 28 Letter, the Issuer instead proposed an in-person meeting with the Reporting Person.
On March 31, 2026, the Reporting Person's counsel at Olshan Frome Wolosky LLP sent a letter to the Issuer's counsel at White & Case LLP (the "March 31 Letter") in which, among other things, it expressed the Reporting Person's deep dismay that the Issuer's Board of Directors (the "Board") chose to reject the Reporting Person's request for a waiver to the poison pill, and therefore obstruct the Reporting Person from proceeding with its cash tender offer to the Issuer's shareholders at a premium. In the March 31 Letter, the Reporting Person's counsel expressed significant concerns and skepticism regarding the sincerity of the Board's purported "willingness to engage." The March 31 Letter also provided that the Reporting Person is actively assessing all litigation options against the Board and its members.
The March 31 Letter indicated that an in-person meeting has been arranged between the Reporting Person and the Issuer for April 9, 2026.
The foregoing description of the March 31 Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the March 31 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 Issuer's Counsel, dated March 31, 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.
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