Beretta Holding launches $44.80-a-share tender offer for Sturm, Ruger

What happened

Beretta Holding S.A., a Luxembourg corporation, filed a Tender Offer Statement on Schedule TO with the SEC on Sept. 17, 2026, offering to purchase up to 2,400,184 outstanding shares of Sturm, Ruger & Company, Inc. common stock at $44.80 per share in cash, according to the filing.

The offer is made through an Offer to Purchase dated Sept. 17, 2026, and a related Letter of Transmittal, both attached as exhibits to the filing.

Sturm, Ruger makes firearms and is incorporated in Delaware; its common stock trades under the ticker RGR. Beretta Holding is the Luxembourg-based parent of firearms maker Beretta.

Shares of Sturm, Ruger closed at $40.14 on the day of the filing, up 8.25% from the prior close of $37.08, on volume of 460,454 shares — about 3.7 times the average volume of 124,918, according to the price data.

The filing

A Schedule TO is the document a party files with the SEC when it makes a tender offer — a public invitation to shareholders to sell their shares, usually at a stated price and within a stated window. Rule 14d-100 governs the form.

The filing checks the box for a "third-party tender offer subject to Rule 14d-1," meaning the buyer is an outside party, not the company buying back its own stock. It does not check the box for an issuer tender offer or a going-private transaction.

A box near the top of the form lets a filer indicate the statement relates solely to preliminary communications made before a tender offer begins. That box is not checked here, and the filing states the Offer to Purchase is dated Sept. 17, 2026.

What this means

A tender offer is an offer to buy shares directly from shareholders, typically at a premium to the market price, rather than buying them on an exchange. Here the offer price is $44.80 per share, and the shares closed at $40.14 the day the filing was made — about 11.6% below the offer price.

The offer is for up to 2,400,184 shares. The filing does not disclose what percentage of Sturm, Ruger's total shares outstanding that represents, nor what Beretta Holding's ownership will be if the offer is fully subscribed.

The filing references a letter to the Ruger board dated March 25, 2026, a Beretta press release of the same date, a joint press release from both companies dated May 4, 2026, and an agreement between Beretta Holding and the Company dated May 2, 2026. Those documents are incorporated by reference rather than reproduced in this filing, so this document alone does not explain the terms of that agreement or the history between the two companies.

The filing does not state why Beretta Holding is making the offer, nor what will happen to the shares if the offer is completed.

A Letter of Transmittal — the form a shareholder uses to accept the offer and surrender shares — and a Notice of Guaranteed Delivery are attached as exhibits. Shareholders who want to participate typically return the Letter of Transmittal with their share certificates or book-entry instructions, or follow the guaranteed delivery procedure if they cannot deliver on time.

The filing does not include the expiration date of the offer or the conditions attached to it; those are contained in the Offer to Purchase itself.