If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry Into a Material Definitive Agreement.
On September 16, 2026, Sturm Ruger & Company, Inc. (the “ Company ”)
and Computershare Trust Company, N.A., as rights agent (the “ Rights Agent ”), entered into an amendment (the “ Amendment ”)
to that certain Rights Agreement, dated as of October 14, 2025, between the Company and the Rights Agent (the “ Rights Agreement ”).
The 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. At the time of the termination of the Rights Agreement, all of the Rights distributed to holders of the Company’s common stock pursuant to the Rights Agreement will expire.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 4.1 hereto and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Ruger Provides Update on Strategic Cooperation
Agreement with Beretta Holding Mayodan, NC -- Sturm, Ruger & Company, Inc. (NYSE: RGR) (”Ruger”
or the ”Company”) today announced that the applicable regulatory conditions under its previously announced Strategic Cooperation Agreement (”Agreement”) with Beretta Holding S.A. (”Beretta Holding”) have been satisfied.
Therefore, consistent with the terms of the Agreement, the Company’s Board of Directors (the ”Board”) has unanimously approved an amendment (the ”Amendment”) to the Company’s shareholder rights plan (the ”Rights Plan”) pursuant to which the final expiration date has been accelerated from October 13, 2026 to September 16, 2026. The effect of the Amendment is to terminate the Rights Plan at the close of business today. Shareholders are not required to take any action in connection with the expiration of the Rights Plan.
In deciding to accelerate the final expiration date the Board evaluated the Company’s current circumstances and determined that an active Rights Plan is not necessary at this time to serve the best interests of the shareholders.
”These actions represent the natural, next steps outlined in the Agreement we announced in May,” said Todd Seyfert, President and Chief Executive Officer of Ruger. ”We remain focused on executing our strategy and operating the business in the best interests of Ruger and all of our shareholders.”