With the tender offer complete and oversubscribed, Beretta will become a significant shareholder in RGR. Watch for Beretta's next moves—whether it seeks board representation, pushes for operational changes, or increases its stake. The termination of the poison pill and Beretta's stated interest in expanding Ruger's international presence suggest a collaborative long-term investment rather than a hostile takeover.
Price Chart
Executive Summary
Beretta Holding S.A. filed this Amendment No. 1 to its Schedule TO to report the preliminary results of its cash tender offer for up to 2,400,184 shares of Sturm, Ruger & Co., Inc. (RGR) at $44.80 per share. The tender offer expired on October 15, 2026, and was oversubscribed with 3,589,647 shares validly tendered (excluding guaranteed delivery shares), resulting in an estimated proration factor of approximately 38.45%. This marks Beretta's first investment in a publicly listed company and follows its prior activist stake (SC 13D/A filed May 2026) and Ruger's termination of its shareholder rights plan (8-K filed September 16, 2026), indicating a successful partial acquisition.
Key Financial Metrics
Key Facts
- Beretta Holding offered $44.80 per share for up to 2,400,184 shares of RGR common stock.
- The tender offer expired on October 15, 2026, and was oversubscribed with 3,589,647 shares validly tendered (excluding 2,652,256 shares by notice of guaranteed delivery).
- Beretta will purchase 2,400,184 shares at an estimated proration factor of approximately 38.45%.
- Beretta Holding is a Luxembourg corporation; this is its first participation in a publicly listed company.
- Ruger terminated its shareholder rights plan (poison pill) on September 16, 2026, clearing the path for Beretta's tender offer.
- Beretta previously filed an SC 13D/A on May 4, 2026, indicating an activist stake.
Financial Impact
Beretta will acquire 2,400,184 shares at $44.80 per share, for total consideration of approximately $107.5 million. The proration factor of ~38.45% means tendering shareholders will have about 61.55% of their tendered shares returned.
Risk Factors
- The final proration factor is subject to confirmation by the depositary and could differ from the preliminary estimate.
- Beretta's status as a foreign entity (Luxembourg) may introduce regulatory or CFIUS considerations for future actions.
- The oversubscription indicates strong shareholder demand to sell at $44.80, which may signal limited confidence in RGR's standalone prospects.
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| SC TO-T/A Filing (Primary) | 0001193805-26-001376 |
| Document: e665843_ex99-a5v.htm | 0001193805-26-001376 |
| Document: 0001193805-26-001376-index-headers.html | 0001193805-26-001376 |
| Document: 0001193805-26-001376-index.html | 0001193805-26-001376 |
| Document: 0001193805-26-001376.txt | 0001193805-26-001376 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 5d ago | SC 13D/A | $50.10 | awaiting T+20 | — | $46.25 (−7.68%) |
Oct 20, 2026 6d ago | SC TO-T/A | $48.74 | awaiting T+20 | — | $46.25 (−5.11%) |
Oct 16, 2026 9d ago | SC TO-T/A | $45.90 | awaiting T+20 | — | $46.25 (+0.76%) |
Sep 16, 2026 5w ago | 8-K | $40.14 $42.94 | ▲ +6.98% | ▲ +5.52% | $46.25 (+15.22%) |
Jun 4, 2026 20w ago | 8-K | $39.39 $37.65 | ▼ −4.42% | ▼ −3.04% | $46.25 (+17.42%) |
May 21, 2026 22w ago | Insider Cluster | $40.04 $40.49 | ▲ +1.12% | ▲ +2.54% | $46.25 (+15.51%) |
May 15, 2026 23w ago | Insider Cluster | $39.47 $39.47 | · 0.00% | ▼ −2.12% | $46.25 (+17.18%) |
May 8, 2026 24w ago | 8-K | $39.04 $38.77 | ▲ +0.69% | ▲ +0.72% | $46.25 (−18.47%) |
May 4, 2026 24w ago | 8-K | $41.77 $38.84 | ▼ −7.01% | ▼ −11.97% | $46.25 (+10.73%) |
May 4, 2026 25w ago | DEFA14A | $40.99 $38.94 | ▼ −5.00% | ▼ −10.65% | $46.25 (+12.83%) |
US Market Status
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