Luxembourg – October 16, 2026 -- Beretta Holding S.A. received 3,589,647 validly tendered shares of Sturm, Ruger & Company (NYSE: RGR) in its cash tender offer, exceeding the 2,400,184 shares it sought and forcing a preliminary proration factor of approximately 38.45%.
Offer priced at $44.80 per share closes oversubscribed
Beretta Holding offered $44.80 per share in cash for up to 2,400,184 shares of Ruger common stock, par value $1.00. The offer expired one minute after 11:59 p.m. New York City time on Thursday, October 15, 2026.
The preliminary count by the depositary excludes a further 2,652,256 shares tendered by notice of guaranteed delivery. Because demand exceeded the cap, Beretta Holding will purchase shares from each tendering stockholder pro rata.
Proration factor depends on guaranteed delivery settlement
The 38.45% estimate includes all shares tendered by notice of guaranteed delivery. It assumes those shares are delivered within the required one-trading-day period and remains subject to confirmation by the depositary.
Beretta Holding will announce the final proration factor after the guaranteed delivery period expires and the depositary completes its confirmation process. Payment for accepted shares, and the return of shares tendered but not purchased, will follow promptly after that determination.
Beretta Holding frames stake as first listed-company investment
Chairman and CEO Pietro Gussalli Beretta said the investment is the group's first participation in a publicly listed company and marks its start as a long-term investor in U.S. capital markets. He described the United States as Beretta Holding's largest market and said cooperation with Ruger creates opportunities to expand Ruger's international presence.
Saratoga Proxy Consulting LLC is the Information Agent for the offer.