Ruger fought off a rival gunmaker for a year. Now it's letting Beretta buy a quarter of the company.

Sturm Ruger designs and sells guns. Almost all its sales are inside the United States. [C10][C10] Form 10-Q, Note 1Sturm, Ruger & Company, Inc. (the “Company”) is principally engaged in the design, manufacture, and sale of firearms to domestic customers. Approximately 99% of sales are from firearms.Sturm, Ruger & Company, Inc. quarterly report on Form 10-Q for the period ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000117494726000724/rgr-20260627.htm

Business is growing fast. In the quarter that ended June 27, 2026, Ruger sold about $158 million of guns. That is up from $132 million a year before. Sales rose about 19%. [C11][C11] Form 10-Q, Results of OperationsNet sales, cost of products sold, and gross profit data for the three months ended (dollars in millions): June 27, 2026 June 28, 2025 Change % Change Net firearms sales $ 157.7 $ 131.6 $ 26.1 19.8% Net castings sales 0.4 0.9 (0.5 ) (59.0% ) Total net sales 158.1 132.5 25.6 19.3%Sturm, Ruger & Company, Inc. quarterly report on Form 10-Q for the period ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000117494726000724/rgr-20260627.htm

Ruger had about 16 million shares out as of July 15, 2026. That is a small share count for a public company. [C5][C5] Form 10-Q, Cover PageThe number of shares outstanding of the issuer's common stock as of July 15, 2026: 15,978,256Sturm, Ruger & Company, Inc. quarterly report on Form 10-Q for the period ended June 27, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000117494726000724/rgr-20260627.htm

Beretta Holding is the Italian firm behind the Beretta name. It owns dozens of other gun brands. It has factories in Europe and the United States. [C1][C1] Offer to Purchase, Information About Beretta HoldingBeretta Holding is a global family-owned industrial group in existence for over 500 years, operating through more than 50 subsidiaries and over 20 internationally recognized brands, with a strong manufacturing footprint in Europe and the United States supporting defense, law enforcement, hunting and shooting sports markets.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Beretta started buying Ruger stock in May 2025. By October 2025 it owned more than 9% of the company. It asked to talk with Ruger's board. [C12][C12] Offer to Purchase, Background of the Tender OfferOn September 22, 2025, Beretta Holding filed a beneficial ownership report on Schedule 13D with the SEC disclosing a 7.7% beneficial ownership position in the Company.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm [C8][C8] Offer to Purchase, Background of the Tender OfferOn October 14, 2025, the Ruger Board adopted a shareholder rights plan (the “Rights Plan”) in response to Beretta Holding’s engagement. The Rights Plan prevents shareholders from acquiring 10% or more of the Company’s outstanding Shares while it is in effect.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Ruger's board said no. On October 14, 2025 it set up a defense called a poison pill. It was built to stop any one buyer from owning more than 10%. [C8][C8] Offer to Purchase, Background of the Tender OfferOn October 14, 2025, the Ruger Board adopted a shareholder rights plan (the “Rights Plan”) in response to Beretta Holding’s engagement. The Rights Plan prevents shareholders from acquiring 10% or more of the Company’s outstanding Shares while it is in effect.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

The two sides kept talking anyway. On May 2, 2026 they signed a cooperation agreement. Beretta could buy up to 25% of Ruger and place two independent directors on the board. In exchange, it promised not to fight for control for three years. [C9][C9] Offer to Purchase, Purpose of the Tender Offertake all actions necessary to appoint two (2) directors to the Ruger Board sourced by Beretta Holding (each a “Beretta Holding Director”) that have been approved by the Ruger Board and are independent from both the Ruger Board and Beretta HoldingSturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm [C13][C13] Offer to Purchase, Cover / IntroductionThis Tender Offer is being made pursuant to an Agreement, dated as of May 2, 2026, between Ruger and Beretta Holding (the “Cooperation Agreement”).Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Beretta already owns about 1.6 million Ruger shares. That is nearly 10% of the company, bought over the past year and a half. [C2][C2] Offer to Purchase, IntroductionWe beneficially own a total of 1,587,000 Shares, representing approximately 9.93% of the outstanding Shares as of July 15, 2026.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Now it wants more. On September 17, 2026 it opened a cash offer for about 2.4 million more shares. The price is $44.80 each. That price is not a guess. It is the exact number written into the May deal. [C3][C3] Offer to Purchase, Summary Term Sheetwe are offering to purchase up to a maximum of 2,400,184 Shares of Ruger at a price per Share of $44.80, net to the seller in cash, less any applicable withholding taxes and without interest.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm [C13][C13] Offer to Purchase, Cover / IntroductionThis Tender Offer is being made pursuant to an Agreement, dated as of May 2, 2026, between Ruger and Beretta Holding (the “Cooperation Agreement”).Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Ruger's board cleared the last hurdle the day before. On September 16 it ended the poison pill early. That cleared the way for Beretta to go ahead. [C14][C14] Form 8-K, Item 1.01The Amendment accelerates the Final Expiration Date of the Company’s common share purchase rights (the “Rights”) under the Rights Agreement from the Close of Business (as such terms are defined in the Rights Agreement) on October 13, 2026 to the Close of Business on September 16, 2026, and the Rights Agreement will terminate at such time.Sturm, Ruger & Company, Inc. Form 8-K, filed September 16, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000117494726000877/form8k-36350_rgr.htm

If Beretta buys all the shares in this offer, its stake rises to about a quarter of Ruger. That is enough to place two directors on the board. It still cannot vote for a takeover. Beretta agreed to a three-year truce. No proxy fights. Its shares vote however Ruger's board says. [C6][C6] Offer to Purchase, Summary Term SheetThe 2,400,184 Shares, assuming they are validly tendered and accepted for purchase by us in the Tender Offer, together with the 1,587,000 Shares beneficially owned by us, would represent approximately 25.00% of the Company’s issued and outstanding Shares as of July 15, 2026.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm [C9][C9] Offer to Purchase, Purpose of the Tender Offertake all actions necessary to appoint two (2) directors to the Ruger Board sourced by Beretta Holding (each a “Beretta Holding Director”) that have been approved by the Ruger Board and are independent from both the Ruger Board and Beretta HoldingSturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm [C15][C15] Offer to Purchase, Purpose of the Tender OfferBeretta Holding Group and certain additional related persons are required to comply with certain standstill obligations, subject to certain exceptions, until the Standstill End DateSturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm [C20][C20] Offer to Purchase, Purpose of the Tender Offerrequired to vote all Company voting securities beneficially owned by them at all stockholder meetings (i) in favor of the Company’s director nominees, (ii) against the election of any directors that have not been nominated by the CompanySturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Money is not a hurdle either. Beretta says it has the cash on hand. The offer does not need a loan. It does not need a minimum number of shares to go through. [C16][C16] Offer to Purchase, Summary Term SheetDoes Beretta Holding have the financial resources to pay for the Shares? Yes. If we purchase 2,400,184 Shares pursuant to the Tender Offer at $44.80 per share, our aggregate cost will be approximately $107.5 million... The Tender Offer is not subject to any financing condition and is not conditioned upon any minimum number of Shares being validly tendered.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

The catch for sellers is the cap. The offer only has room for about 2.4 million shares. If more are tendered, everyone gets bought out on a shared basis. A seller keeps whatever part is not bought, still holding stock in a company that just handed a rival a quarter of it. [C4][C4] Offer to Purchase, Summary Term SheetIf more than 2,400,184 Shares are tendered, all Shares tendered will be purchased on a pro rata basis.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Nobody knows how many shares will be sold by the deadline. Nobody knows if Beretta gets the full quarter. [C4][C4] Offer to Purchase, Summary Term SheetIf more than 2,400,184 Shares are tendered, all Shares tendered will be purchased on a pro rata basis.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

The deal also talks about future teamwork. That could mean shared sales, supply lines or factory work. But neither side has signed anything specific yet. [C17][C17] Offer to Purchase, Purpose of the Tender OfferThe Cooperation Agreement contemplates that the Company and Beretta Holding will seek to identify and explore, on a non-binding basis, potential avenues for future commercial cooperation, which could potentially include, among other things, potential opportunities with respect to sales, supply chains, sourcing and manufacturing.Sturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm

Beretta says it has no current plan for a merger or a full takeover. Whether that stays true for the whole three-year truce is not something the filing can promise. [C18][C18] Offer to Purchase, Purpose of the Tender OfferExcept as set forth in this Offer to Purchase, Beretta Holding has no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving the Company or any of its subsidiariesSturm, Ruger & Company, Inc. Schedule TO-T and Offer to Purchase filed by Beretta Holding S.A., September 17, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/95029/000119380526001242/e665781_ex99-a1i.htm