Beretta Holding S.A., the Luxembourg-registered holding company of the Beretta firearms dynasty, formally commenced a cash tender offer on September 17 to purchase up to 2,400,184 shares of Sturm, Ruger & Company at $44.80 per share, initiating the final move in its plan to build a 25 percent ownership stake in the Connecticut-headquartered American gunmaker.

The offer, filed with the Securities and Exchange Commission as a Schedule TO-T, is priced at a premium of approximately 21 percent over Ruger's closing share price on September 16 and roughly 20 percent above the company's 60-day volume-weighted average price. At the offer price, the maximum 2.4 million shares represent a cash outlay of approximately $107.5 million. The offer carries no minimum tender condition and is not subject to any financing contingency. It expires at midnight on October 15, 2026, unless Beretta extends the deadline.

Beretta currently holds approximately 1,587,000 shares of Ruger, representing about 9.9 percent of outstanding shares. If the tender offer is fully subscribed, the additional 2.4 million shares would bring Beretta's total ownership to approximately 25 percent of Ruger's issued and outstanding stock — the ceiling established in the cooperation agreement the two companies signed in May to end a months-long proxy contest. Reuters reported on the commencement of the offer.

The cooperation agreement's terms are notable: Ruger's board committed not to recommend that shareholders reject the tender offer, a significant departure from the board's earlier posture. Earlier in the year, Ruger's directors had initially declined to waive the company's shareholder rights plan when Beretta first approached with acquisition discussions in 2025. Under the cooperation agreement, Beretta is also entitled to nominate up to two independent directors to Ruger's board following the close of the offer and the 2026 annual meeting of shareholders, subject to standard governance review.

The formal offer marks the culmination of a corporate saga that began in late 2025 when Beretta disclosed a growing stake and subsequently nominated four director candidates to force a proxy vote at Ruger's 2026 annual meeting. The proxy fight was settled in May without a shareholder vote, giving Beretta a clear, contractually specified path to the 25 percent target.

If the transaction closes at the maximum tendered shares, Beretta Group — parent of Beretta, Benelli, Franchi, Sako, Stoeger, and Tikka — would hold a substantial equity stake in one of America's largest publicly traded civilian firearms manufacturers, deepening the Italian group's investment in the U.S. consumer gun market at a time when domestic demand for sporting and defensive firearms remains elevated.

Ruger's formal board position on whether shareholders should tender their shares is expected in the Schedule 14D-9, a filing the company must submit within ten business days of the offer's commencement. Ruger shareholders who have not yet decided whether to participate in the offer have until October 15 to act.