Form SCHEDULE 13D/A STURM RUGER & CO INC Filed by: Beretta Holding S.A.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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STURM RUGER & CO INC (Name of Issuer) |
Common Stock, $1.00 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Robert Eckert 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) |
09/17/2026 (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).
SCHEDULE 13D
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| CUSIP No. |
| 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)
9.93 % | ||||||||
| 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:
700 S AYERSVILLE ROAD, MAYODAN,
NORTH CAROLINA
, 27027. | |
Item 1 Comment:
This Amendment No. 7 to the Schedule 13D ("Amendment No. 7") 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, the fourth amendment to the Schedule 13D filed by the Reporting Person on March 25, 2026, the fifth amendment to the Schedule 13D filed by the Reporting Person on March 31, 2026 and the sixth amendment to the Schedule 13D filed by the Reporting Person on May 4, 2026 (collectively, as amended, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 7, 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:
As previously disclosed in Amendment No. 6 to the Schedule 13D, on May 2, 2026, the Reporting Person entered into a cooperation agreement with the Issuer (the "Agreement"). Pursuant to the Agreement, and upon the terms and subject to the conditions thereof and following the satisfaction of the Regulatory Conditions (as defined in the Agreement), on September 17, 2026, the Reporting Person commenced a tender offer (the "Tender Offer") to purchase up to 2,400,184 shares of the Issuer's issued and outstanding Common Stock, for a cash price per share of $44.80.
If the Tender Offer is fully subscribed, the Reporting Person or its affiliate will purchase 2,400,184 Shares, which would represent approximately 15.02% of the outstanding Shares and would result in the Reporting Person or its affiliate beneficially owning an aggregate of approximately 3,987,184 Shares, which would represent approximately 24.95% of the outstanding Shares.
The Tender Offer and withdrawal rights will expire at one minute after 11:59 p.m., New York City time, on October 15, 2026, unless the Tender Offer is extended.
The Tender Offer is not subject to any financing condition and is not conditioned on any minimum number of Shares being tendered. The Tender Offer is subject to the satisfaction of certain customary conditions.
The Reporting Person is seeking to acquire the Shares in the Tender Offer for investment purposes. The Tender Offer is not seeking to acquire control of the Issuer.
The above summary is provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Issuer. The full details of the Tender Offer, including complete instructions on how to tender Shares, will be included in the offer to purchase, the letter of transmittal and other related materials which the Reporting Person will publish, send or give to stockholders of the Issuer, and file such materials with the SEC. Stockholders are urged to read carefully the offer to purchase, the letter of transmittal and other related materials, as well as the Solicitation/Recommendation Statement on Schedule 14D-9 to be filed by the Issuer, when they become available because they will contain important information, including the terms and conditions of the Tender Offer. Stockholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, after they are filed with the SEC at the SEC's website at www.sec.gov. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The percentages used in this Schedule 13D are based upon 15,978,256 shares of Common Stock outstanding as of July 15, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 29, 2026.
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Common Stock and percentage of the Common Stock beneficially owned by the Reporting Person. | |
| (b) | Item 5(b) is hereby amended and restated to read as follows:
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Common Stock to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
The Reporting Person has not effected any transaction with respect to the Issuer's Common Stock during the past 60 days. | |
| 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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