Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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STURM RUGER & CO INC (Name of Issuer) |
Common Stock, $1.00 par value per share (Title of Class of Securities) |
864159108 (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) |
03/25/2026 (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. | 864159108 |
| 1 |
Name of reporting person
Beretta Holding S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 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)
9.95 % | ||||||||
| 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:
1 LACEY PLACE, SOUTHPORT,
CONNECTICUT
, 06490. | |
Item 1 Comment:
This Amendment No. 4 to the Schedule 13D ("Amendment No. 4") 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, and the third amendment to the Schedule 13D filed by the Reporting Person with the SEC on February 26, 2026 (collectively, as amended, the "Schedule 13D"). Except as specifically amended and supplemented by this Amendment No. 4, 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: On March 25, 2026, the Reporting Person delivered a letter (the "Letter") to the Issuer's board of directors (the "Board"), disclosing that, subject to the Issuer granting the Reporting Person an exemption under the shareholder rights plan (commonly referred to as a "poison pill") adopted by the Board on October 14, 2025, the Reporting Person is prepared to commence a tender offer for up to 20.05% of the Issuer's outstanding shares of common stock not already owned by the Reporting Person, at a purchase price of $44.80 per share. This represents a significant premium of approximately 20% to the volume-weighted average price of the Issuer's shares over the 60 trading days ending on March 24, 2026. The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is attached hereto as Exhibit 99.1 and incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended to add the following exhibit: Exhibit 99.1 - Letter to the Board of Directors, dated March 25, 2026 | ||
| 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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