Is Beretta buying Sturm Ruger?

No. Beretta Holding offers $44.80 per share in cash for up to 2,400,184 shares, about 15% of Sturm Ruger, to reach about 25% ownership in total.

When does the Beretta tender offer for Sturm Ruger expire?

One minute after 11:59 p.m. New York time on October 15, 2026, unless extended.

What is proration in a partial tender offer?

If more shares are tendered than the offeror wants, only a proportional fraction of each holder's tendered shares is accepted and the rest is returned.

Merger Spreads › Deal guides › RGR

Sturm Ruger (RGR): Beretta offers $44.80 a share, but only for about 15% of the company

Terms checked against SEC filings on 2026-10-12 · checking for newer filings…

Offer$44.80cash per share, up to 2,400,184 shares

Market price—loading…

Not a takeover~15%of shares sought; proration if oversubscribed

Tender deadlineOct 15one minute after 11:59 p.m. New York · may be extended

Ruger boardNeutralno recommendation (SC 14D9)

Beretta stake9.93% → 25%if the full amount is bought

In one paragraph

Beretta Holding S.A. (Luxembourg, already a 9.93% shareholder) is offering $44.80 per share in cash for up to 2,400,184 shares of Sturm, Ruger & Co., roughly 15% of the 15,978,256 shares outstanding. If everything is bought, Beretta would hold about 25%. This is not a takeover: the company is not being acquired, Ruger keeps trading, and most shares will remain in the market. If more than 2,400,184 shares are tendered, every tendering holder gets only a pro rata part accepted. The offer is a ~21% premium to the September 16 close. It was made under a Cooperation Agreement with Ruger, whose board has stated it takes no position.

What can a Ruger shareholder do?

1. Tender some or all shares

Through your broker, before its own deadline (usually earlier than Oct 15). If the offer is oversubscribed, only a fraction of what you tender is bought at $44.80 and the rest is returned to you.

2. Do not tender

You keep your shares and stay invested in Ruger. Nothing else happens to them.

3. Sell on the market

You receive the market price, with no proration and no waiting for the offer to finish.

This is general information, not advice. Taxes: a cash buyout is generally treated like a sale of your shares; check your own situation.

How proration works (example)

Suppose holders tender 4,800,368 shares in total, twice the 2,400,184 Beretta wants. Then about 50% of each holder's tendered shares would be accepted at $44.80 and the other 50% returned. If you tendered 100 shares, about 50 would be bought for $4,480 and 50 would come back. The final proration factor is announced after the offer expires.

Why there is no “spread” here

On a full takeover, the gap between the market price and the offer is a measure of time and deal risk. Here only part of the shares are bought, so the market price blends the chance of selling some shares at $44.80 with the value of the shares that stay. A price below $44.80 is not a gap to capture, and that is why this page shows no spread.

What could go wrong?

Proration. The more people tender, the smaller the fraction accepted. You cannot know the final fraction until the offer expires.
The price after the offer. The premium applies only to the shares Beretta buys. Where the stock trades afterwards is not predictable.
Extensions or changes. The offer can be extended. The Cooperation Agreement limits what Beretta can change without Ruger's consent (for example it cannot lower the price).

Timeline

Mar 24, 2026 Last trading day before Beretta announced a potential partial tender offer (the $44.80 is ~20% above the 60-day VWAP at that date).
Sep 15 HSR antitrust waiting period satisfied.
Sep 16 Ruger's Rights Agreement terminated.
Sep 17 Tender offer launched (Schedule TO).
Sep 28 Ruger board files Schedule 14D-9: neutral, no recommendation.
Oct 15 Offer expires one minute after 11:59 p.m. New York time, unless extended.

Frequently asked questions

Is Beretta buying Sturm Ruger?: No. It seeks up to about 15% of the shares, to reach about 25% ownership in total. The Offer to Purchase says it is for investment purposes under a Cooperation Agreement.
Is the offer conditioned on financing or a minimum?: No. According to the filings there is no financing condition and no minimum number of shares that must be tendered.
Does Ruger recommend tendering?: The board expressed no opinion and made no recommendation. It left the decision to each shareholder.
Can I lose by tendering?: Tendered shares can usually be withdrawn until the offer expires. If the offer is oversubscribed, shares not accepted are returned. Read the Offer to Purchase for the exact rules.

Sources

Not investment advice

Merger Spreads is an information service. Prices can be delayed; deal terms are checked by hand against public filings and can change. Always read the filings and talk to your broker before acting.

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