Exhibit (a)(1)(i)

Offer to Purchase for Cash
Up to 2,400,184 Shares of Common Stock
of
Sturm, Ruger & Company, Inc.
at
a Purchase Price of $44.80 Per Share
by
Beretta Holding S.A.

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 “EXPIRATION DATE”).

Upon the terms and subject to the conditions described in this Offer to Purchase and the accompanying Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Tender Offer”), Beretta Holding S.A., a Luxembourg corporation (“Beretta Holding,” “we,” or “us”), is offering to purchase up to a maximum of 2,400,184 shares of common stock, par value $1.00 per share (the “Shares”), of Sturm, Ruger & Company, Inc., a Delaware corporation (“Ruger” or the “Company”), at a price per Share of $44.80, net to the seller in cash, less any applicable withholding taxes and without interest.

We will purchase only Shares properly tendered and not properly withdrawn. However, because of the proration provisions described in this Offer to Purchase, all of the Shares tendered may not be purchased if more than the number of Shares we seek are validly tendered. Shares not purchased in the Tender Offer will be returned at our expense promptly following the expiration of the Tender Offer.

The Shares trade on the New York Stock Exchange (“NYSE”) under the symbol “RGR.” On September 16, 2026, the last full trading day before the commencement of the Tender Offer, the last sale price of the Shares as reported by the NYSE was $37.08. The Tender Offer price represents a premium of approximately 20% over the 60-day volume weighted average price (“VWAP”) of the Shares as of March 24, 2026, the last full trading day prior to Beretta Holding’s announcement regarding a potential partial tender offer for the Shares, and a premium of approximately 21% over the closing price of the Shares on September 16, 2026, the last full trading day before the commencement of the Tender Offer. Stockholders are urged to obtain current market quotations for the Shares before deciding whether to tender your Shares.

This Tender Offer is being made pursuant to an Agreement, dated as of May 2, 2026, between Ruger and Beretta Holding (the “Cooperation Agreement”).

The Tender Offer is not subject to any financing condition and is not conditioned upon any minimum number of Shares being validly tendered. However, the Tender Offer is subject to certain other conditions, including the DGCL 203 Condition and the Rights Agreement Condition (each as defined herein), as well as other customary conditions. See Section 14 for more information. You should read this entire document carefully before deciding whether to tender your Shares.

Questions and requests for assistance, including requests for additional copies of this Offer to Purchase, the Letter of Transmittal or the Notice of Guaranteed Delivery, may be directed to Saratoga Proxy Consulting LLC, which is acting as the information agent (the “Information Agent”), or Computershare Trust Company, N.A., which is acting as the depositary (the “Depositary”), with respect to the Tender Offer, at its address and telephone number set forth on the back cover of this Offer to Purchase.

No later than ten business days from the date of this Offer to Purchase, Ruger is required by law to publish, send or give to you a statement disclosing its Board of Directors’ (the “Ruger Board”) position with respect to the Tender Offer. Pursuant to the Cooperation Agreement, the Company has agreed that the Ruger Board shall not make a recommendation that Company stockholders do not tender their Shares into the Tender Offer.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

September 17, 2026

IMPORTANT

If you want to tender all or part of your Shares, you must do one of the following before the Tender Offer expires:

If you want to tender your Shares, but (a) the certificates for your Shares are not immediately available or cannot be delivered to the Depositary by the expiration of the Tender Offer, (b) you cannot comply with the procedure for book-entry transfer by the expiration of the Tender Offer or (c) your other required documents cannot be delivered to the Depositary by the expiration of the Tender Offer, you can still tender your Shares if you comply with the guaranteed delivery procedures described in Section 3.

Questions and requests for assistance may be directed to Saratoga Proxy Consulting LLC, the Information Agent for the Tender Offer, at its address and telephone numbers set forth on the back cover page of this Offer to Purchase.

We are not making the Tender Offer to, and will not accept any tendered Shares from, stockholders in any jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make this Tender Offer to stockholders in any such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your Shares in the Tender Offer. You should rely only on the information contained in this Offer to Purchase. We have not authorized anyone to provide you with information or to make any representation in connection with the Tender Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Depositary or the Information Agent.

Table of Contents

Page

SUMMARY TERM SHEET

This summary term sheet highlights the material provisions of the Offer to Purchase and may not contain all the information that is important to you. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Offer to Purchase, and you should carefully read the fuller terms, descriptions and explanations contained in this Offer to Purchase and in the related Letter of Transmittal. Unless the context requires otherwise, all references in this Summary Term Sheet to “Beretta Holding,” “we,” “us,” or “our” are to Beretta Holding S.A. The following are some questions you, as a stockholder of the Company, may have, and answers to those questions.

Upon the terms and subject to the conditions described in this Offer to Purchase and the accompanying Letter of Transmittal, we are offering to purchase up to a maximum of 2,400,184 Shares of Ruger at a price per Share of $44.80, net to the seller in cash, less any applicable withholding taxes and without interest.

We will purchase only Shares properly tendered and not properly withdrawn. However, because of the proration provisions described in this Offer to Purchase, all of the Shares tendered may not be purchased if more than the number of Shares we seek are validly tendered. Shares not purchased in the Tender Offer will be returned at our expense promptly following the expiration of the Tender Offer.

Who is offering to purchase my Shares?

Beretta Holding S.A., a Luxembourg corporation, is a global family-owned industrial group in existence for over 500 years, operating through more than 50 subsidiaries and over 20 internationally recognized brands, with a strong manufacturing footprint in Europe and the United States supporting defense, law enforcement, hunting and shooting sports markets. We beneficially own a total of 1,587,000 Shares, representing approximately 9.93% of the outstanding Shares as of July 15, 2026. See Section 9 for more information regarding us.

Why are we making the Tender Offer and what are our plans for the Company?

Beretta Holding is seeking to acquire up to 2,400,184 Shares in the Tender Offer for investment purposes pursuant to the terms of the Cooperation Agreement.  The 2,400,184 Shares, assuming they are validly tendered and accepted for purchase by us in the Tender Offer, together with the 1,587,000 Shares beneficially owned by us, would represent approximately 25.00% of the Company’s issued and outstanding Shares as of July 15, 2026.

The Cooperation Agreement contemplates that the Company and Beretta Holding will seek to identify and explore, on a non-binding basis, potential avenues for future commercial cooperation, which could potentially include, among other things, potential opportunities with respect to sales, supply chains, sourcing and manufacturing. Subject in all cases to the terms of the Cooperation Agreement, following consummation of the Tender Offer, Beretta Holding also intends to review its investment in the Company on an ongoing basis. Depending on various factors including the Company’s financial and operating performance, industry conditions, market prices of the Shares, general economic and market conditions, regulatory and legal considerations, and other relevant factors we may, at any time and from time to time, determine to take such actions as we consider advisable in furtherance of our investment objectives, which may include acquiring additional Shares or disposing of some or all of our holdings.

What will be the purchase price for the Shares and what will be the form of payment?

The Tender Offer price is $44.80 per Share, which represents a premium of approximately 20% over the 60-day VWAP of the Shares as of March 24, 2026, the last full trading day prior to Beretta Holding’s announcement regarding a potential partial tender offer for the Shares, and a premium of approximately 21% over the closing price of the Shares on September 16, 2026, the last full trading day before the commencement of the Tender Offer. If your Shares are purchased in the Tender Offer, we will pay you the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the Tender Offer expires. See Section 3. Under no circumstances will we pay interest on the purchase price, even if there is a delay in making payment.

How many Shares is Beretta Holding offering to purchase in the Tender Offer?

According to the Company, there were 15,978,256 Shares issued and outstanding as of July 15, 2026. We are offering to purchase up to 2,400,184 Shares, which, assuming they are validly tendered and accepted for purchase by us in the Tender Offer, and together with the 1,587,000 Shares beneficially owned by us, would represent approximately 25.00% of the Company’s issued and outstanding Shares as of July 15, 2026. If more than 2,400,184 Shares are tendered, all Shares tendered will be purchased on a pro rata basis. See Sections 1 and 14.

Does Beretta Holding have the financial resources to pay for the Shares?

Yes. If we purchase 2,400,184 Shares pursuant to the Tender Offer at $44.80 per share, our aggregate cost will be approximately $107.5 million, not including fees and expenses, which are estimated to be approximately $675,000. We will use our available cash resources to purchase the Shares in the Tender Offer. Our purchase of Shares in the Tender Offer is not conditioned on the receipt of financing. See Section 12.

Is your financial condition material to my decision to tender my Shares into the Tender Offer?

As Beretta Holding is not a publicly traded company under United States securities laws and the Tender Offer is not for all of Ruger’s outstanding shares, our financial condition may be deemed material to your decision to tender Shares and accept the Tender Offer. As such, Beretta Holding is including its consolidated audited financial statements for the years ended December 31, 2024 and December 31, 2025 as Schedule II hereto. See Section 12.

How long do I have to tender my Shares.

You may tender your Shares until the Tender Offer expires. The Tender Offer will expire at one minute after 11:59 p.m., New York City time, on October 15, 2026, unless extended (such date and time, as they may be extended, the “Expiration Date”). If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. We encourage you to contact your broker, dealer, commercial bank, trust company or other nominee to find out the nominee’s deadline. See Section 1.

Can the Tender Offer be extended, amended or terminated?

The Cooperation Agreement provides that, without the prior written consent of the Company, Beretta Holding shall not (A) decrease the Tender Offer price, (B) change the form of consideration payable in the Tender Offer, (C) decrease the maximum number of Shares sought to be purchased in the Tender Offer, (D) impose conditions or (other than for the obligation for tendering stockholders to execute a Letter of Transmittal customary in form and substance and other similar customary requirements) requirements to the Tender Offer in addition to the conditions to the Tender Offer contained in Section 14, (E) waive, amend or modify any of the conditions to the Tender Offer or any other terms or conditions of the Tender Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the Company or any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Tender Offer or prevent, impair or materially delay the ability of Beretta Holding to consummate the Tender Offer (and timely accept and pay for the Shares tendered and not validly withdrawn), or cause a breach of the Cooperation Agreement, (F) terminate or withdraw the Tender Offer or accelerate, extend (except as otherwise provided below) or (except as otherwise provided below) otherwise change the Expiration Date or (G) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We may be required or permitted to extend the Tender Offer in the following circumstances:

See Section 1.

How will I be notified if Beretta Holding extends the Tender Offer or amends the terms of the Tender Offer?

We do not currently intend to extend the Tender Offer. However, in the event that we do extend the Tender Offer as required or permitted by the Cooperation Agreement, we will issue a press release announcing the extension and the new Expiration Date by 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date. We will announce any amendment to the Tender Offer by making a public announcement of the amendment. See Section 1.

What are the significant conditions to the Tender Offer?

The Tender Offer is subject to certain conditions including the DGCL 203 Condition and the Rights Agreement Condition, as well as other customary conditions including the absence of court or governmental action prohibiting the Tender Offer. The Tender Offer is not subject to any financing condition or conditioned upon any minimum number of Shares being validly tendered. You should read this entire document carefully before deciding whether to tender your Shares. See Section 14.

How do I tender my Shares?

If you want to tender all or part of your Shares, you must do one of the following before the Expiration Date, or such earlier time as your broker or other nominee may require:

If you want to tender your Shares, but:

you can still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3.

You may contact the Information Agent for assistance. The contact information for the Information Agent appears on the back cover of this Offer to Purchase. See Section 3 and the Instructions to the Letter of Transmittal for more information.

Once I have tendered Shares in the Tender Offer, can I withdraw my tender?

Yes. You may withdraw any Shares you have tendered at any time before the Expiration Date. Thereafter, such tenders are irrevocable, except that they may be withdrawn at any time after 60 days from the date of the commencement of the Tender Offer if the Shares have not yet been accepted for payment as provided in this Tender Offer. See Section 4.

How do I withdraw Shares I previously tendered?

To properly withdraw Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the Shares. If you have used more than one Letter of Transmittal or have otherwise tendered Shares in more than one group of Shares, you may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the required information is included. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of these Shares. Some additional requirements apply if the share certificates to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. If you have tendered your Shares by giving instructions to a bank, broker, dealer, trust company or other nominee, you must instruct the nominee to arrange for the withdrawal of your Shares. See Section 4.

Is there an agreement governing the Tender Offer?

Yes. Ruger and Beretta Holding have entered into that certain Cooperation Agreement, dated May 2, 2026. The Cooperation Agreement provides, among other things, for the terms and conditions of the Tender Offer. See Section 1.

Has the Ruger Board adopted a position on the Tender Offer?

No later than ten business days from the date of this Offer to Purchase, Ruger is required by law to publish, send or give to you a statement disclosing the Ruger Board’s position with respect to the Tender Offer. Pursuant to the Cooperation Agreement, the Company has agreed that the Ruger Board shall not make a recommendation that Company stockholders do not tender their Shares into the Tender Offer.

If I decide not to tender, how will the Tender Offer affect my Shares?

If you decide not to tender your Shares, you will still own the same amount of Shares, and Ruger will still be a public company listed on the NYSE. See Section 7.

What is the recent market price for my Shares?

The Shares trade on the NYSE under the symbol “RGR.” On September 16, 2026, the last full trading day before the commencement of the Tender Offer, the last sale price of the Shares as reported by the NYSE was $37.08. You are urged to obtain current market quotations for the Shares before deciding whether to tender your Shares. See Section 6.

When will Beretta Holding pay for the Shares I tender?

We will pay the purchase price for the Shares we purchase, net to the seller in cash, less any applicable withholding tax and without interest, promptly after the expiration of the Tender Offer. We may not be able to announce the final results of proration, if any, or pay for any Shares for several business days after the Expiration Date. See Section 2.

Do I have appraisal or dissenter’s rights?

There are no appraisal or dissenter’s rights available in connection with the Tender Offer.

What are the United States federal income tax consequences if I tender my Shares?

The receipt of cash for Shares accepted for payment by us from tendering stockholders who are “United States persons” for United States federal income tax purposes will be treated as a taxable transaction for United States federal income tax purposes. You are encouraged to seek professional advice from your own advisors concerning the tax consequences applicable to your particular situation. See Section 5.

All stockholders should review the discussion in Section 5 regarding tax issues and consult their tax advisor regarding the tax effects of a tender of Shares.

Will I have to pay stock transfer tax if I tender my Shares?

We will pay all stock transfer taxes unless payment is made to, or if Shares not tendered or accepted for payment are to be registered in the name of, someone other than the registered holder, or tendered certificates are registered in the name of someone other than the person signing the Letter of Transmittal. See Section 2.

Whom can I talk to if I have questions?

If you have any questions regarding the Tender Offer, please contact Saratoga Proxy Consulting LLC, the Information Agent for the Tender Offer:

Saratoga Proxy Consulting LLC

Stockholders call toll free at (888) 368-0379

Email: info@saratogaproxy.com

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offer to Purchase may contain certain “forward-looking statements,” many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will,” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Beretta Holding and the Company. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: statements regarding the anticipated benefits of the Tender Offer; statements regarding the anticipated timing of filings and approvals relating to the Tender Offer; statements regarding the expected timing of the completion of the Tender Offer; the percentage of Ruger’s stockholders tendering their Shares in the Tender Offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Tender Offer may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Tender Offer; stockholder litigation in connection with the transaction resulting in significant costs of defense and liability; and other risks and uncertainties discussed in the Tender Offer documents filed by Beretta Holding and the Solicitation/Recommendation Statement to be filed by the Company. All forward-looking statements in the Offer to Purchase are qualified in their entirety by this cautionary statement.

INTRODUCTION

To the Holders of Shares of Ruger:

Beretta Holding invites you to tender, for purchase by us, your Shares of Ruger. Upon the terms and subject to the conditions of this Offer to Purchase and the Letter of Transmittal, we are offering to purchase up to a maximum of 2,400,184 Shares, at a price of $44.80 per Share, net to the seller in cash, less applicable withholding taxes and without interest. The 2,400,184 Shares, assuming they are validly tendered and accepted for purchase by us in the Tender Offer, and together with the 1,587,000 Shares beneficially owned by us, would represent approximately 25.00% of the Company’s issued and outstanding Shares as of July 15, 2026.

The Tender Offer will expire at one minute after 11:59 p.m., New York City time, on October 15, 2026, unless extended as described in Section 1 below.

We will purchase only those Shares properly tendered and not properly withdrawn. However, because of the proration provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered if more than the number of Shares we seek are properly tendered. We will return tendered Shares we do not purchase because of the proration provisions to the tendering stockholders at our expense promptly following the Expiration Date.

Tendering stockholders whose Shares are registered in their own names and who tender directly to Computershare Trust Company, N.A., the Depositary for the Tender Offer, will not be obligated to pay brokerage fees or commissions or, except as described in Section 2, stock transfer taxes on the purchase of Shares by us in the Tender Offer. If you own your Shares through a bank, broker, dealer, trust company or other nominee and the nominee tenders your Shares on your behalf, the nominee may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

Our obligation to accept, and pay for, Shares validly tendered pursuant to the Tender Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 14, including the DGCL 203 Condition and the Rights Agreement Condition (each as defined herein) as well as other customary conditions. The Tender Offer is not subject to any financing condition and is not conditioned upon any minimum number of Shares being validly tendered. You should read this entire document carefully before deciding whether to tender your Shares.

No later than ten business days from the date of this Offer to Purchase, Ruger is required by law to publish, send or give to you a statement disclosing the Ruger Board’s position with respect to the Tender Offer. Pursuant to the Cooperation Agreement, the Company has agreed that the Ruger Board shall not make a recommendation that Company stockholders do not tender their Shares into the Tender Offer.

Any tendering stockholder or other payee that fails to complete, sign and return to the Depositary the Substitute Form W-9 included in the Letter of Transmittal (or such other Internal Revenue Service (“IRS”) form as may be applicable) may be subject to United States backup withholding at a rate equal to 24% of the gross proceeds paid to the holder or other payee pursuant to the Tender Offer, unless such holder establishes that it is exempt from backup withholding.

According to the Company, there were 15,978,256 Shares issued and outstanding as of July 15, 2026. We are offering to purchase up to 2,400,184 Shares, which, assuming they are validly tendered and accepted for purchase by us in the Tender Offer, and together with the 1,587,000 Shares beneficially owned by us, would represent approximately 25.00% of the Company’s issued and outstanding Shares as of July 15, 2026. If more than 2,400,184 Shares are tendered, all Shares tendered will be purchased on a pro rata basis.

Stockholders are encouraged to obtain current market quotations for the Shares before deciding whether to tender their Shares.

THE TENDER OFFER

General.

Upon the terms and subject to the conditions of the Tender Offer, we will purchase up to 2,400,184 Shares at a price of $44.80 per Share, net to the seller, in cash, less any applicable withholding taxes and without interest. The term “Expiration Date” means one minute after 11:59 p.m., New York City time, on October 15, 2026, unless the Tender Offer is extended in accordance with the Cooperation Agreement, in which event the term “Expiration Date” shall refer to the latest time and date at which the Tender Offer, as so extended by us, shall expire. See below for a description of our right to extend, delay, terminate or amend the Tender Offer.

This Tender Offer is being made pursuant to the Cooperation Agreement, dated as of May 2, 2026, between Ruger and Beretta Holding. For a more complete description of the applicable terms of the Cooperation Agreement, see Section 10.

If the Tender Offer is over-subscribed as described below, Shares properly tendered and not properly withdrawn will be subject to proration. The proration period and, except as described herein, withdrawal rights expire at the Expiration Date.

The Tender Offer is conditioned upon satisfaction or waiver of the conditions set forth in Section 14.

We will purchase only Shares properly tendered and not properly withdrawn. However, because of the proration provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered if more than 2,400,184 Shares are properly tendered and not properly withdrawn. We will return Shares that we do not purchase because of the proration provisions to the tendering stockholders at our expense promptly after the Tender Offer expires.

If the number of Shares properly tendered in the Tender Offer and not properly withdrawn prior to the Expiration Date is less than or equal to 2,400,184 Shares, we will, subject to applicable law and upon the terms and subject to the conditions of the Tender Offer, purchase all Shares so tendered.

Proration. If proration of Shares is required, we will determine the proration factor promptly following the Expiration Date. Subject to adjustment to avoid the purchase of fractional Shares, proration for each stockholder tendering Shares will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by the stockholder to the total number of Shares properly tendered and not properly withdrawn by all stockholders. Because of the difficulty in making the proration determination, we expect that we may not be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Tender Offer until up to five business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. After the Expiration Date, stockholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on the Company’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

Extension of the Tender Offer; Termination; Amendment.

In accordance with the Cooperation Agreement and subject to the applicable rules and regulations of the SEC, Beretta Holding expressly reserves the right to increase the Tender Offer price or to waive any of the conditions to the Tender Offer to the extent permissible under applicable law; provided, however, that without the prior written consent of the Company, Beretta Holding shall not (A) decrease the Tender Offer price, (B) change the form of consideration payable in the Tender Offer, (C) decrease the maximum number of Shares sought to be purchased in the Tender Offer, (D) impose conditions or (other than for the obligation for tendering stockholders to execute a Letter of Transmittal customary in form and substance and other similar customary requirements) requirements to the Tender Offer in addition to the conditions to the Tender Offer contained in Section 14, (E) waive, amend or modify any of the conditions to the Tender Offer or any other terms or conditions of the Tender Offer in a manner that adversely affects, or would reasonably be expected to adversely affect, the Company or any holder of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Tender Offer or prevent, impair or materially delay the ability of Beretta Holding to consummate the Tender Offer (and timely accept and pay for the Shares tendered and not validly withdrawn), or cause a breach of the Cooperation Agreement, (F) terminate or withdraw the Tender Offer or accelerate, extend (except as otherwise provided below) or (except as otherwise provided below) otherwise change the Expiration Date or (G) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

We may be required or permitted to extend the Tender Offer in the following circumstances:

If the DGCL 203 Condition, the Rights Agreement Condition or the other conditions set forth herein have not been satisfied prior to the Expiration Date, we may elect (1) subject to the qualifications described above with respect to the extension of the Tender Offer, to extend the Tender Offer, and, subject to applicable withdrawal rights, retain all tendered Shares until the expiration of the Tender Offer, as extended, subject to the terms of the Tender Offer, (2) subject to complying with applicable rules and regulations and the terms of the Cooperation Agreement, to accept for payment, and pay for, all Shares so tendered and not extend the Tender Offer, or (3) subject to the terms of the Cooperation Agreement, to not accept for payment, or pay for, any Shares and return all tendered Shares to tendering stockholders.

We also expressly reserve the right, in our sole discretion, if any of the conditions set forth in Section 14 have occurred, subject to applicable law, to postpone payment for the Shares by giving oral or written notice of such postponement to the Depositary and making a public announcement thereof. Our reservation of the right to delay payment for Shares which we have accepted for payment is limited by Rule 14e-1(c) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer.

Extensions and amendments to the Tender Offer that are required or permissible under the Cooperation Agreement shall be effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made in the Tender Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through a national news service.

If we make a material change in the terms of the Tender Offer, or if we waive a material condition to the Tender Offer, we will extend the Tender Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(d), 14d-6(c) and 14e-1 promulgated under the Exchange Act. The minimum period during which a tender offer must remain open following material changes in the terms of the Tender Offer, other than a change in price or a change in the number of securities sought, depends upon the facts and circumstances, including the materiality of the changes. In the SEC’s view, an offer should remain open for a minimum of five business days from the date the material change is first published, sent or given to stockholders, and, if material changes are made with respect to information that approaches the significance of price and the number of securities sought, a minimum of ten business days may be required to allow for adequate dissemination and investor response. With respect to a change in price, a minimum ten business day period from the date of the change is generally required to allow for adequate dissemination to stockholders. Accordingly, if, prior to the Expiration Date, to the extent permitted under the Cooperation Agreement, we increase or decrease the number of Shares being sought, or increase or decrease the consideration offered pursuant to the Tender Offer, and if the Tender Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of the increase or decrease is first published, sent or given to holders of the Shares, we will extend the Tender Offer at least until the expiration of that period of ten business days. For the purposes of the Tender Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. to 12:00 a.m., New York City time.

Upon the terms and subject to the conditions of the Tender Offer, promptly following the Expiration Date, we will accept for payment and pay the purchase price for (and thereby purchase) up to 2,400,184 Shares properly tendered and not properly withdrawn before the Expiration Date.

For purposes of the Tender Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the proration provisions of this Tender Offer, Shares that are properly tendered and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Tender Offer.

Upon the terms and subject to the conditions of the Tender Offer, we will accept for payment and pay the per Share purchase price for all of the Shares accepted for payment pursuant to the Tender Offer promptly after the Expiration Date. In all cases, payment for Shares tendered and accepted for payment pursuant to the Tender Offer will be made promptly, subject to possible delay in the event of proration, but only after timely receipt by the Depositary of:

Registered stockholders may also electronically complete and submit the information requested on Beretta Holding’s secured, online portal for the Tender Offer.

We will pay for the Shares purchased pursuant to the Tender Offer by depositing the aggregate purchase price for the Shares with the Depositary, which will act as agent for tendering stockholders for the purpose of receiving payment from us and transmitting payment to the tendering stockholders.

If proration of tendered Shares is required, because of the difficulty of determining the precise number of Shares properly tendered and not withdrawn, we may not be able to announce the final results of proration or pay for any Shares until several business days after the Expiration Date. After the Expiration Date, tenders are irrevocable except that they may be withdrawn at any time after 60 days from the date of the commencement of the Tender Offer if the Shares have not yet been accepted for payment as provided in this Tender Offer. Unless a stockholder specifies otherwise in the Letter of Transmittal, certificates for all Shares tendered and not purchased due to proration will be returned or, in the case of Shares tendered by book-entry transfer, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the Shares, to the tendering stockholder at our expense promptly after the Expiration Date or termination of the Tender Offer.

Under no circumstances will we pay interest on the purchase price, including but not limited to by reason of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Shares pursuant to the Tender Offer.

We will pay all stock transfer taxes, if any, payable on the transfer to us of Shares purchased pursuant to the Tender Offer. If, however, payment of the purchase price is to be made to, or (in the circumstances permitted by the Tender Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted.

Any tendering stockholder or other payee that fails to complete fully, sign and return to the Depositary the Substitute Form W-9 included in the Letter of Transmittal (or such other IRS form as may be applicable) may be subject to required United States backup withholding at a rate equal to 24% of the gross proceeds paid to the stockholder or other payee pursuant to the Tender Offer.

Valid Tender. For a stockholder to make a valid tender of Shares in the Tender Offer, the Depositary must receive, at one of its addresses set forth on the back cover of this Offer to Purchase and prior to the Expiration Date:

Registered stockholders may also electronically complete and submit the information requested on Beretta Holding’s secured, online portal for the Tender Offer, login information for which is included with the Letter of Transmittal.

In the alternative, the tendering stockholder must, before the Expiration Date, comply with the guaranteed delivery procedures described below.

If a broker, dealer, commercial bank, trust company, or other nominee holds your Shares, it is likely the nominee has established an earlier deadline for you to act to instruct the nominee to accept the Tender Offer on your behalf. We urge you to contact your broker, dealer, commercial bank, trust company, or other nominee to find out the nominee’s applicable deadline.

The valid tender of Shares by you through one of the procedures described in this Section 3 will constitute a binding agreement between you and us on the terms of, and subject to the conditions to, the Tender Offer.

We encourage stockholders who hold Shares through brokers or banks to consult the brokers or banks to determine whether transaction costs are applicable if they tender Shares through the brokers or banks and not directly to the Depositary.

Book-Entry Transfer. For purposes of the Tender Offer, the Depositary will establish an account for the Shares at The Depository Trust Company (the “book-entry transfer facility”) within one business day after the date of this Offer to Purchase. Any financial institution that is a participant in the book-entry transfer facility’s system may make book-entry delivery of Shares by causing the book-entry transfer facility to transfer those Shares into the Depositary’s account in accordance with the book-entry transfer facility’s procedures for that transfer. Although delivery of Shares may be effected through book-entry transfer into the Depositary’s account at the book-entry transfer facility, the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees, or an agent’s message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at one of its addresses listed on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedures described below.

The confirmation of a book-entry transfer of Shares into the Depositary’s account at the book-entry transfer facility described above is referred to in this Offer to Purchase as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with the book-entry transfer facility’s procedures will not constitute delivery to the Depositary.

The term “agent’s message” means a message transmitted by the book-entry transfer facility to, and received by, the Depositary and forming a part of a book-entry confirmation, stating that the book-entry transfer facility has received an express acknowledgment from the participant tendering Shares through the book-entry transfer facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

Method of Delivery. The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the book-entry transfer facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If you plan to make delivery by mail, we recommend that you deliver by registered mail with return receipt requested and obtain proper insurance. In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees. No signature guarantee will be required on a Letter of Transmittal for Shares tendered thereby if:

A “registered holder” of tendered Shares will include any participant in the book-entry transfer facility’s system whose name appears on a security position listing as the owner of those Shares, and an “eligible institution” is a “financial institution,” which term includes most commercial banks, savings and loan associations and brokerage houses, that is a participant in a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange, Inc. Medallion Signature Program (MSP), or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each an “Eligible Institution”).

Except as described above, all signatures on any Letter of Transmittal for Shares tendered thereby must be guaranteed by an eligible institution. If the certificates for Shares are registered in the name of a person other than the signer of the Letter of Transmittal, or if payment is to be made or certificates for Shares not tendered or not accepted for payment are to be returned to a person other than the registered holder of the certificates surrendered, then the tendered certificates must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name or names of the registered holders or owners appear on the certificates, with the signatures on the certificates or stock powers guaranteed by an eligible institution. See Instruction 5 to the Letter of Transmittal.

Guaranteed Delivery. If you wish to tender Shares in the Tender Offer and your certificates for those Shares are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Depositary prior to the Expiration Date, your tender may be effected if all the following conditions are met:

A Notice of Guaranteed Delivery must be delivered to the Depositary by mail before the Expiration Date and must include a guarantee by an eligible institution in the form set forth in the Notice of Guaranteed Delivery.

Return of Unpurchased Shares. The Depositary will return certificates for unpurchased Shares promptly after the expiration or termination of the Tender Offer or the proper withdrawal of the Shares, as applicable, or, in the case of Shares tendered by book-entry transfer at the book-entry transfer facility, the Depositary will credit the Shares to the appropriate account maintained by the tendering stockholder at the book-entry transfer facility, in each case without expense to the stockholder.

Tendering Stockholders’ Representation and Warranty; Our Acceptance Constitutes an Agreement. It is a violation of Rule 14e-4 promulgated under the Exchange Act for a person acting alone or in concert with others, directly or indirectly, to tender Shares for such person’s own account unless at the time of tender and at the Expiration Date such person has a “net long position” in (i) a number of Shares that is equal to or greater than the amount tendered and will deliver or cause to be delivered such Shares for the purpose of tendering to us within the period specified in the Tender Offer or (ii) other securities immediately convertible into, exercisable for or exchangeable into Shares (“Equivalent Securities”) that is equal to or greater than the number of Shares tendered and, upon the acceptance of such tender, will acquire such Shares by conversion, exchange, or exercise of such Equivalent Securities to the extent required by the terms of the Tender Offer and will deliver or cause to be delivered such Shares so acquired for the purpose of tender to us within the period specified in the Tender Offer. Rule 14e-4 also provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. A tender of Shares made pursuant to any method of delivery set forth in this Offer to Purchase will constitute the tendering stockholder’s acceptance of the terms and conditions of the Tender Offer, as well as the tendering stockholder’s representation and warranty to us that (i) such stockholder has a “net long position” in a number of Shares or Equivalent Securities at least equal to the Shares being tendered within the meaning of Rule 14e-4, and (ii) such tender of Shares complies with Rule 14e-4. Our acceptance for payment of Shares tendered pursuant to the Tender Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Tender Offer.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion. This determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders that we determine not to be in proper form or the acceptance for payment of which may be unlawful. We also reserve the absolute right, in our sole discretion, to waive any defect or irregularity in any tender of Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. A tender of Shares will not have been made until all defects and irregularities have been cured or waived. None of us, our affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any notification. Our interpretation of the terms of, and conditions to, the Tender Offer (including the Letter of Transmittal, the Notice of Guaranteed Delivery and the instructions thereto) will be final and binding. By tendering Shares to us you agree to accept all decisions we make concerning these matters and waive any right you might otherwise have to challenge those decisions.

If you tender your Shares pursuant to any of the procedures described above, it will constitute your acceptance of the terms of, and conditions to, the Tender Offer, as well as your representation and warranty to us that:

Our acceptance of your Shares pursuant to any of the procedures described above will constitute a binding agreement between you and us upon the terms of, and subject to the conditions to, the Tender Offer.

In this Offer to Purchase, and in the Letter of Transmittal, we have included certain statements that our determinations with respect to such matters as the validity of tenders, the validity of purported withdrawal of Shares and the satisfaction of conditions to the Tender Offer will be valid and binding. These statements, and any related statements that a holder tendering Shares waives any right to challenge our decisions, are not intended and should not be construed as meaning that any rights under federal or state securities laws have been waived or that our decisions are not subject to applicable law. These statements are included because it is necessary for us, in order to determine if proration is needed and, if so, which Shares will be accepted and which will be returned, to make decisions which are deemed final with respect to the validity of tenders. Without such an ability to make decisions, we cannot accurately determine the number of Shares tendered and make decisions about such matters as proration and return of Shares. Statements that determinations will be made in our sole discretion are intended to refer to our sole discretion, exercised reasonably.

Lost Certificates. If the certificates which a registered holder wants to surrender have been lost, destroyed or stolen, the stockholder should follow the instructions set forth in the Letter of Transmittal. See Instruction 10 of the Letter of Transmittal.

United States Federal Income Tax Backup Withholding. Any tendering stockholder or other payee that fails to complete fully and sign the Substitute Form W-9 included in the Letter of Transmittal may be subject to required United States backup withholding of 24% of the gross proceeds paid to such stockholder or other payee pursuant to the Tender Offer. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding, however, backup withholding will apply unless such exemption is proven in a manner satisfactory to the Depositary (such as by completing and signing the Substitute Form W-9). Noncorporate foreign stockholders should complete and sign the main signature form and the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 9 of the Letter of Transmittal. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against a stockholder’s United States federal income tax liability, provided that the required information is furnished.

Except as this Section 4 otherwise provides, tenders of Shares are irrevocable. You may withdraw Shares that you have previously tendered in the Tender Offer according to the procedures described below at any time prior to the Expiration Date. You may also withdraw your previously tendered Shares at any time after 11:59 p.m., New York City time, on November 15, 2026, unless such Shares have been accepted for payment as provided in the Tender Offer.

For a withdrawal to be effective, a written notice of withdrawal must:

If certificates for Shares have been delivered or otherwise identified to the Depositary, then, prior to the physical release of those certificates, the serial numbers shown on those certificates must be submitted to the Depositary and, unless an eligible institution has tendered those Shares, an eligible institution must guarantee the signatures on the notice of withdrawal.

If a stockholder has used more than one Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the stockholder may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

If Shares have been delivered in accordance with the procedures for book-entry transfer described in Section 3, any notice of withdrawal must also specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Shares and otherwise comply with the book-entry transfer facility’s procedures.

In addition, tendered Shares may be withdrawn by electronically completing and submitting on a timely basis the information requested on Beretta Holding’s secured, online portal for the Tender Offer. However, you may only withdraw your Shares by the same method you used to tender your Shares.

Withdrawals of tenders of Shares may not be rescinded and any Shares properly withdrawn will thereafter be deemed not validly tendered for purposes of the Tender Offer. Withdrawn Shares may be retendered at any time prior to the Expiration Date by again following one of the procedures described in Section 3.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by us, in our sole discretion, subject to applicable law, which determination will be final and binding on all parties. We also reserve the absolute right, in our sole discretion, to waive any defect or irregularity in any notices of withdrawal of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. None of us, our affiliates or assigns, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

If we extend the Tender Offer, are delayed in our purchase of Shares, or are unable to purchase the Shares in the Tender Offer as a result of the occurrence of a condition disclosed in Section 14, then, without prejudice to our rights in the Tender Offer, the Depositary may, subject to applicable law, retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent tendering stockholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for Shares which we have accepted for payment is limited by Rule 14e-(1) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of a tender offer.

General. The following discussion summarizes certain material United States federal income tax consequences of the receipt of cash by holders of Shares whose Shares are purchased pursuant to the Tender Offer. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated under the Code, published rulings, administrative pronouncements, and judicial decisions, as in effect as of the date of this Offer to Purchase and all of which are subject to change or differing interpretation, possibly with retroactive effect.

For purposes of this discussion, a “U.S. Stockholder” is a beneficial owner of Shares that is a “United States person” within the meaning of Section 7701(a)(30) of the Code. A “Non-U.S. Stockholder” is a beneficial owner of Shares that is not a U.S. Stockholder and is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Generally, a United States person is:

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Partnerships holding Shares and partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences of the Tender Offer to them.

This discussion does not constitute tax advice. Stockholders should consult their own tax advisors regarding the particular tax consequences to them of tendering Shares pursuant to the Tender Offer.

The discussion herein does not intend to be exhaustive of all possible tax considerations: it does not address any U.S. federal estate, gift, or other non-income tax consequences, except as expressly provided below, or any state, local, or non-U.S. tax consequences. In addition, this discussion is intended to address only those United States federal income tax considerations that are generally applicable to a stockholder who holds Shares as a capital asset (within the meaning of Section 1221 of the Code , and this discussion does not discuss all aspects of United States federal income taxation that might be relevant to a specific stockholder in light of such person’s particular investment or tax circumstances.

In particular, the discussion does not purport to deal with all aspects of taxation that may be relevant to stockholders that are subject to special treatment under the United States federal income tax laws, including, without limitation, individual retirement and other tax-deferred accounts; banks and other financial institutions; insurance companies; tax-exempt organizations; governmental organizations or qualified retirement plans; dealers, brokers or traders in securities or currencies; persons subject to the alternative minimum tax; persons who hold their Shares as part of a straddle, hedging, synthetic security, conversion transaction or other integrated investment consisting of the Shares and one or more other investments; persons who have elected mark-to-market accounting, persons whose functional currency is other than the U.S. dollar; partnerships or their partners, persons who received their Shares as compensation in connection with the performance of services or on exercise of options received as compensation in connection with the performance of services; regulated investment companies; real estate investment trusts; controlled foreign corporations; passive foreign investment companies; persons that own, or are deemed to own, more than 5% of the Shares; persons subject to special tax accounting rules as a result of any item of gross income with respect to Shares being taken into account in an applicable financial statement; and former citizens or long-term residents of the United States.

The discussion herein is not intended to be, and should not be construed by any stockholder as being, tax advice. Therefore, each stockholder is urged to consult with its tax advisor to determine the United States federal, state, local and foreign tax consequences of the sale of Shares pursuant to the Tender Offer, including the particular facts and circumstances that may be unique to such stockholder.

United States Federal Income Tax Consequences to U.S. Stockholders. An exchange of Shares for cash pursuant to the Tender Offer will be a taxable transaction for United States federal income tax purposes. A U.S. Stockholder who receives cash pursuant to the Tender Offer will generally recognize gain or loss from the disposition of the Shares. Such gain or loss will be equal to the difference between the amount of cash received and such U.S. Stockholder’s adjusted tax basis in the Shares exchanged therefor. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Shares exceeds one year as of the date of the exchange. Long-term capital gains of certain non-corporate U.S. Stockholders, including individuals, generally are eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. If a U.S. Stockholder acquired different blocks of Shares at different times or different prices, such U.S. Stockholder should consult its own tax advisor regarding the manner in which gain or loss should be determined.

Certain U.S. Stockholders that are individuals, estates or trusts may be subject to a 3.8% tax on all or a portion of their “net investment income,” which may include gain recognized in connection with the sale of Shares pursuant to the Tender Offer. U.S. Holders should consult their own tax advisors regarding the applicability of this tax to any gain recognized in connection with the Tender Offer.

United States Federal Income Tax Consequences to Non-U.S. Stockholders. Gain recognized by a Non-U.S. Stockholder on a sale of Shares for cash pursuant to the Tender Offer generally will not be subject to U.S. federal income tax unless (i) such gain is effectively connected with the conduct by such Non-U.S. Stockholder of a trade or business in the United States (and, if an income tax treaty applies, the gain is attributable to the U.S. permanent establishment or fixed base maintained by such Non-U.S. Stockholder in the U.S.), (ii) in the case of gain realized by a Non-U.S. Stockholder who is an individual, such Non-U.S. Stockholder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met or (iii) the Shares constitute a U.S. real property interest if the Company is, or has been during the relevant statutory period, a “United States real property holding corporation” for U.S. federal income tax purposes, and an applicable exception does not apply.

Gain described in clause (i) above generally will be subject to U.S. federal income tax on a net income basis in the same manner as if the Non-U.S. Stockholder were a United States person. A Non-U.S. Stockholder that is a corporation also may be subject to a branch profits tax at a rate of 30%, or a lower rate specified by an applicable income tax treaty, on such effectively connected gain, as adjusted for certain items. Gain described in clause (ii) above generally will be subject to U.S. federal income tax at a rate of 30%, or a lower rate specified by an applicable income tax treaty, and may be offset by certain U.S.-source capital losses of the Non-U.S. Stockholder, provided that the Non-U.S. Stockholder has timely filed U.S. federal income tax returns with respect to such losses.

The Shares will constitute a U.S. real property interest with respect to a Non-U.S. Stockholder if the Company is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of (i) the period during which the Non-U.S. Stockholder held Shares or (ii) the five-year period ending on the date the Non-U.S. Stockholder sells Shares pursuant to the Tender Offer. A United States real property holding corporation is any domestic corporation if the fair market value of its U.S. real property interests equals or exceeds 50% of the fair market value of its worldwide real property interests plus any of its other assets which are used or held for use in a trade or business. The Shares generally will not be treated as a United States real property interest with respect to a Non-U.S. Stockholder if the Shares are “regularly traded” on an established securities market and such Non-U.S. Stockholder has owned, actually and constructively, 5% or less of the Shares at all times during the shorter of (i) the five-year period ending on the date of the sale pursuant to the Tender Offer and (ii) the Non-U.S. Stockholder’s holding period for the Shares.

Non-U.S. Stockholders are advised to consult their own tax advisors regarding the application of these rules and U.S. federal withholding tax to the sale of Shares pursuant to the Tender Offer, including the eligibility for withholding tax reductions or exemptions and refund procedures.

Backup Withholding. Any tendering stockholder or other payee that is a U.S. Stockholder and fails to complete fully and sign the Substitute Form W-9 included in the Letter of Transmittal may be subject to required United States backup withholding of 24% of the gross proceeds paid to such stockholder or other payee pursuant to the Tender Offer. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to backup withholding, however, backup withholding will apply unless such exemption is proven in a manner satisfactory to the Depositary. Noncorporate foreign stockholders should complete and sign the main signature form and the appropriate Form W-8, Certificate of Foreign Status, a copy of which may be obtained from the Depositary, in order to avoid backup withholding. See Instruction 9 of the Letter of Transmittal. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded or credited against a stockholder’s United States federal income tax liability, provided that the required information is furnished.

FATCA. Except to the extent otherwise provided in Treasury regulations or other IRS guidance, Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) impose a 30% withholding tax on the gross proceeds from a sale, exchange or other taxable disposition of stock of a U.S. issuer, if consideration for such stock is paid to a “foreign financial institution” or certain other non-U.S. entity (whether such institution or entity is the beneficial owner or an intermediary) unless various U.S. information reporting and due diligence requirements have been satisfied or an exemption applies. The IRS released proposed Treasury regulations that, if finalized in their present form, would make such tax inapplicable to such gross proceeds. In its preamble to such proposed Treasury regulations, the IRS stated that taxpayers (including withholding agents) may rely on the proposed Treasury regulations until final Treasury regulations are issued. Stockholders should consult their own tax advisers regarding the possible implications of FATCA upon their receipt of cash in exchange for Shares pursuant to the Tender Offer or the second-step merger.

THE FOREGOING DISCUSSION IS NOT A COMPLETE ANALYSIS OF ALL POTENTIAL TAX CONSEQUENCES OF THE TENDER OFFER. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF TENDERING SHARES PURSUANT TO THE TENDER OFFER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES

Price Range of the Shares and Dividends

The Shares are traded on the NYSE under the symbol “RGR.” According to the Company, as of July 15, 2026, the Company had 15,978,256 outstanding Shares. The following table sets forth, for the periods indicated, the reported high and low trading prices for the Shares on the NYSE and dividends paid with respect to the Shares. The stock price and dividend information is based on published financial sources.

On September 16, 2026, the last full trading day before the commencement of the Tender Offer, the closing market price for the Shares on the NYSE was $37.08 per Share. We encourage stockholders to obtain a current market price for the Shares before deciding whether to tender their Shares.

Dividends and Distributions

According to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Ruger Form 10-K”), filed with the SEC on March 2, 2026, the Company’s payment of future dividends depends on many factors, including internal estimates of future performance, then-current cash, and the Company’s need for funds The terms of the Cooperation Agreement do not place any limitations on the Company’s ability to declare or make any dividends or distributions.

Shares

According to the Company, there were 15,978,256 Shares issued and outstanding as of July 15, 2026. We are offering to purchase up to 2,400,184 Shares, which, assuming they are validly tendered and accepted for purchase by us in the Tender Offer, and together with the 1,587,000 Shares beneficially owned by us, would represent approximately 25.00% of the Company’s issued and outstanding Shares as of July 15, 2026. If more than 2,400,184 Shares are tendered, all Shares tendered will be purchased on a pro rata basis.

Possible Effects of the Tender Offer on the Market for the Shares. The purchase of Shares pursuant to the Tender Offer will reduce the number of Shares that might otherwise trade publicly and could adversely affect the liquidity and market value of the remaining Shares held by the public. The purchase of Shares pursuant to the Tender Offer can also be expected to reduce the number of holders of Shares. We cannot predict whether the reduction in the number of Shares that might otherwise trade publicly would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Tender Offer price.

NYSE Listing. While it is not our intention, depending upon the number of Shares purchased pursuant to the Tender Offer, the Shares may no longer meet the requirements of the NYSE for continued listing on the NYSE. The rules of the NYSE establish certain criteria that, if not met, could lead to the delisting of the Shares from the NYSE. Among such criteria are the number of stockholders, the number of Shares publicly held and the aggregate market value of the Shares publicly held. If, as a result of the purchase of Shares pursuant to the Tender Offer or otherwise, the Shares no longer meet the requirements of the NYSE for continued listing and listing is discontinued, the market for the Shares could be adversely affected.

If the NYSE were to delist the Shares, it is possible that the Shares would continue to trade in the over-the-counter market or would qualify for listing on another securities exchange (although there can be no guarantee that the Company would seek such a listing, even if it were available), and that price or other quotations would be reported by such exchange or through other sources. The extent of the public market for the Shares and the availability of any price or quotation information would depend upon such factors as the number of stockholders and/or the aggregate market value of the publicly traded Shares remaining at such time, the interest in maintaining a market in the Shares on the part of securities firms, the possible termination of registration under the Exchange Act, as described below, and other factors. We cannot predict whether delisting of the Shares from the NYSE, and the listing or other quotation of the Shares on another exchange or through another source (if any), would have an adverse or beneficial effect on the market price for or marketability of the Shares or whether it would cause future market prices to be greater or less than the Tender Offer price.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. While it is not our intention, the purchase of the Shares pursuant to the Tender Offer may result in the Shares becoming eligible for deregistration under the Exchange Act. Registration of the Shares may be terminated upon application by Ruger to the SEC if the Shares are not listed on a “national securities exchange” and there are fewer than 300 record holders of Shares. Termination of registration of the Shares under the Exchange Act would substantially reduce the information that Ruger is required to furnish to holders of Shares and would eliminate the Company’s obligation under Sections 13 and 15(d) of the Exchange Act to file periodic reports or other information with the SEC. It would also make certain other provisions of the Exchange Act no longer applicable to Ruger with respect to the Shares, such as (i) the short-swing profit recovery provisions of Section 16(b) of the Exchange Act, (ii) the requirement to furnish a proxy statement in connection with stockholders’ meetings pursuant to Section 14(a) or 14(c) of the Exchange Act (and the related requirement to provide an annual report), and (iii) the requirements of Rule 13e-3 promulgated under the Exchange Act with respect to “going private” transactions. In addition, the ability of “affiliates” of Ruger and persons holding Shares constituting “restricted securities” of Ruger to dispose of such securities pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, may be impaired or, with respect to certain persons, eliminated. If registration of the Shares under the Exchange Act were terminated, Shares would no longer be eligible for stock exchange listing.

Margin Regulations. The Shares currently qualify as “margin securities” under the regulations of the Board of Governors of the Federal Reserve System, which regulations have the effect, among other things, of allowing brokers to extend credit on the collateral of the Shares for the purpose of buying, carrying or trading in securities (“Purpose Loans”). Depending upon factors such as the number of record holders of the Shares and the number and market value of publicly held Shares, following the purchase of Shares pursuant to the Tender Offer, the Shares might no longer constitute “margin securities” for purposes of the Federal Reserve Board’s margin regulations and, therefore, could no longer be used as collateral for Purpose Loans made by brokers. In addition, if registration of the Shares under the Exchange Act were terminated, the Shares would no longer constitute “margin securities.”

Information About Ruger

Ruger is a Delaware corporation. Ruger has been in business since 1949 and was incorporated in its present form under the laws of Delaware in 1969. Its principal executive offices are located at 1 Lacey Place, Southport, Connecticut 06890 and its telephone number is (203) 259-7843.

The following description of Ruger and its business has been taken from the Ruger Form 10-K, and is qualified in its entirety by reference to the Ruger Form 10-K:

Sturm, Ruger & Company, Inc. and subsidiaries are principally engaged in the design, manufacture, and sale of firearms to domestic customers. Ruger primarily offers products in four industry product categories – rifles, pistols, shotguns, and revolvers. Ruger’s firearms are sold through independent wholesale distributors, principally to the commercial sporting market.

Available Information

Ruger is subject to the informational requirements of the Exchange Act and files reports, proxy and information statements and other information with the SEC. As an electronic filer, Ruger’s public filings are maintained on the SEC’s website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of that website is http://www.sec.gov.

The information concerning Ruger contained in this Offer to Purchase has been taken from or based upon documents and records on file with the SEC and other public sources and is qualified in its entirety by reference thereto. Neither Beretta Holding nor its affiliates take responsibility for the accuracy or completeness of the information contained in such documents and records, or for any failure by Ruger to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Beretta Holding or its affiliates, except to the extent required by law.

Beretta Holding is a Luxembourg corporation with its principal executive offices located at 9 rue Sainte Zithe, L-2763, Luxembourg. Our telephone number is 352 27 72 13 302.

Beretta Holding is a global family-owned industrial group in existence for over 500 years, operating through more than 50 subsidiaries and over 20 internationally recognized brands, with a strong manufacturing footprint in Europe and the United States supporting defense, law enforcement, hunting and shooting sports markets.

The name, business address, principal occupation or employment, five-year employment history and citizenship of each director and executive officer of Beretta Holding and certain other information are set forth on Schedule I hereto.

Except as set forth elsewhere in this Offer to Purchase or Schedule I to this Offer to Purchase: (i) none of Beretta Holding and to Beretta Holding’s knowledge, the persons listed in Schedule I hereto or any associate or majority owned subsidiary of Beretta Holding or of any of the persons so listed, beneficially owns or has a right to acquire any Shares or any other equity securities of the Company; (ii) none of Beretta Holding and, to Beretta Holding’s knowledge, the persons or entities referred to in clause (i) above has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days; (iii) none of Beretta Holding and, to Beretta Holding’s knowledge, the persons listed in Schedule I to this Offer to Purchase has any contract, arrangement, understanding or relationship with any other person with respect to any securities of the Company (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations); (iv) during the two years before the date of this Offer to Purchase, there have been no transactions between Beretta Holding, its subsidiaries or, to Beretta Holding’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (v) during the two years before the date of this Offer to Purchase, there have been no contracts, negotiations or transactions between Beretta Holding, its subsidiaries or, to Beretta Holding’s knowledge, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and the Company or any of its subsidiaries or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.

During the last five years, none of Beretta Holding or any of the persons listed in Schedule I hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining them from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding any violation with respect to such laws.

Beretta Holding began acquiring Shares of Ruger in May 2025 for investment purposes. As of the date of this Offer to Purchase, Beretta Holding beneficially owns 1,587,000 Shares, representing approximately 9.93% of the outstanding Shares as of July 15, 2026.

The following is a chronology of material events leading up to the Tender Offer:

The Cooperation Agreement

The following is a summary of the material provisions of the Cooperation Agreement. The following description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is filed as an exhibit to the Schedule TO and is incorporated herein by reference. For a complete understanding of the Cooperation Agreement, you are encouraged to read the full text of the Cooperation Agreement. The following description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is included as Exhibit (d)(1) to Beretta Holding’s Schedule TO-T filed with the SEC on September 17, 2026, and is incorporated herein by reference.

Pursuant to the terms of the Cooperation Agreement, the Company agreed to, within five (5) business days following the later of the 2026 annual meeting of stockholders (the “2026 Annual Meeting”) and the date of satisfaction of certain Regulatory Conditions (as defined in the Cooperation Agreement), take all actions necessary to appoint two (2) directors to the Ruger Board sourced by Beretta Holding (each a “Beretta Holding Director”) that have been approved by the Ruger Board and are independent from both the Ruger Board and Beretta Holding, subject to certain conditions. The Company also agreed to appoint each Beretta Holding Director to at least one (1) committee of the Ruger Board. Subject to certain conditions, Beretta Holding is also entitled to replacement rights with respect to any Beretta Holding Director at any time prior to the Company’s 2029 annual meeting of stockholders (the “2029 Annual Meeting”).

The Company further agreed that subject to certain conditions, the Ruger Board will nominate the Beretta Holding Directors for election to the Ruger Board at the Company’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”) and 2028 annual meeting of stockholders and will recommend, support and solicit proxies for the election of the Beretta Holding Directors in the same manner as it recommends, supports and solicits proxies for the election of the Company’s other director nominees up for election at such meetings.

Beretta Holding’s right to appoint the Beretta Holding Directors is subject to certain conditions, including the Beretta Holding Group (as defined in the Cooperation Agreement) maintaining certain minimum beneficial ownership levels of the Shares. Those minimum beneficial ownership levels are (i) beneficial ownership of 20% of the Shares for two Beretta Holding Directors and (ii) beneficial ownership of 15% of the Shares for one Beretta Holding Director, but are subject to an initial grace period following the execution of the Cooperation Agreement and to further 30-day grace periods in the event that the Beretta Holding Group’s beneficial ownership of the Shares falls below one or both of those levels solely due to certain dilutive issuances by the Company.

Pursuant to the Cooperation Agreement, Beretta Holding has irrevocably withdrawn its February 24, 2026 notice to the Company of Beretta Holding’s intent to nominate certain individuals to stand for election to the Ruger Board at the 2026 Annual Meeting.

The “Standstill End Date” is the earlier of (i) 30 days prior to the deadline under the Company’s bylaws to nominate directors for the 2029 Annual Meeting and (ii) only if CFIUS Approval (as defined in the Cooperation Agreement) has not been received by such date (and the failure to receive CFIUS Approval by such date is not in whole or in part the result of a failure by a member of the Beretta Holding Group to diligently pursue CFIUS Approval), 30 days prior to the deadline under the Company’s bylaws to nominate directors for the 2027 Annual Meeting.

Beretta Holding, subject to the satisfaction of certain conditions described in the Cooperation Agreement, is required to commence this Tender Offer to acquire up to the lesser of 15.05% of the Company’s then issued and outstanding Shares and 2,400,184 shares of the Company’s issued and outstanding Shares, for a cash price per share of not less than $44.80, and on such other terms and conditions as are provided in or permitted by the Cooperation Agreement and set forth in this Offer to Purchase.

Effective as of the execution of the Cooperation Agreement, the Beretta Holding Group and certain additional related persons will be subject to an aggregate beneficial ownership cap equal, initially, to 10% of the Company’s issued and outstanding voting securities (the “Independent Ownership Limit”). Following the satisfaction of the Regulatory Conditions, the Independent Ownership Limit increases to 25% of the Company’s issued and outstanding voting securities, as described further in the Cooperation Agreement.

Until the Standstill End Date, the Company has agreed to use reasonable best efforts to offer Beretta Holding the opportunity to participate in certain issuances of the Shares for cash to maintain its pre-issuance ownership level, subject to certain limitations.

Until the Standstill End Date and subject to the mirror voting obligations described below and certain obligations of the Company, the members of the Beretta Holding Group are required to vote all Company voting securities beneficially owned by them at all stockholder meetings (i) in favor of the Company’s director nominees, (ii) against the election of any directors that have not been nominated by the Company and (iii) in accordance with the Ruger Board’s recommendation with respect to any other proposal presented at such meeting, other than non-director proposals that either receive an “against” recommendation from either ISS or Glass Lewis or that constitute Extraordinary Transactions (as defined in the Cooperation Agreement).

The Beretta Holding Group is also subject to an obligation to vote all Company voting securities beneficially owned by them above a “mirror voting threshold” “for” and “against” matters (other than Extraordinary Transactions) in the same proportion as non-Beretta Holding-related stockholders vote on such matters. The mirror voting threshold is set at 10% of the Company’s issued and outstanding voting securities until the Standstill End Date and increases to 20% of the Company’s issued and outstanding voting securities after the Standstill End Date.

Subject to the Company’s compliance in all material respects with certain obligations under the Cooperation Agreement, Beretta Holding Group and certain additional related persons are required to comply with certain standstill obligations, subject to certain exceptions, until the Standstill End Date.

In addition, the Cooperation Agreement contemplates that the Company and Beretta Holding will seek to identify and explore, on a non-binding basis, potential avenues for future commercial cooperation, which could potentially include, among other things, potential opportunities with respect to sales, supply chains, sourcing and manufacturing.

Beretta Holding is seeking to acquire up to 2,400,184 Shares in the Tender Offer for investment purposes pursuant to the terms of the Cooperation Agreement.

The Cooperation Agreement contemplates that the Company and Beretta Holding will seek to identify and explore, on a non-binding basis, potential avenues for future commercial cooperation, which could potentially include, among other things, potential opportunities with respect to sales, supply chains, sourcing and manufacturing. Subject in all cases to the terms of the Cooperation Agreement, following consummation of the Tender Offer, Beretta Holding also intends to review its investment in the Company on an ongoing basis. Depending on various factors including the Company’s financial and operating performance, industry conditions, market prices of the Shares, general economic and market conditions, regulatory and legal considerations, and other relevant factors we may, at any time and from time to time, determine to take such actions as we consider advisable in furtherance of our investment objectives, which may include acquiring additional Shares or disposing of some or all of our holdings.

Except as set forth in this Offer to Purchase, Beretta Holding has no present plans or proposals that would relate to or result in an extraordinary corporate transaction involving the Company or any of its subsidiaries (such as a merger, reorganization, liquidation, relocation of any operations or sale or other transfer of a material amount of assets), any change in the Company’s board of directors or management, any material change in the Company’s capitalization or dividend policy or any other material change in the Company’s corporate structure or business.

Assuming that the Tender Offer is fully subscribed, the aggregate purchase price will be a maximum of approximately $107.5 million. We anticipate that we will pay for the Shares tendered in the Tender Offer, as well as paying related fees and expenses, from our available cash. The Tender Offer is not conditioned upon any financing arrangements.

As Beretta Holding is not a publicly traded company under United States securities laws and the Tender Offer is not for all of Ruger’s outstanding shares, our financial condition may be deemed material to your decision to tender Shares and accept the Tender Offer. As such, Beretta Holding is including its consolidated audited financial statements for the years ended December 31, 2024 and December 31, 2025 as Schedule II hereto.

Beretta Holding beneficially owns 1,587,000 Shares, representing approximately 9.93% of the outstanding Shares as of July 15, 2026.

Beretta Holding has not engaged in any transactions involving the Shares in the past 60 days.

The Cooperation Agreement provides that the obligation of Beretta Holding to accept for payment and pay for Shares validly tendered (and not withdrawn) pursuant to the Tender Offer, subject to the rights and obligations of Beretta Holding to extend and/or amend the Tender Offer in accordance with the terms and conditions of the Cooperation Agreement, is subject to the satisfaction of the conditions set forth in clause “(i)”, “(ii)”, “(iii)”, “(iv)” and “(v)” below, which are the only conditions to the consummation of the Tender Offer. Accordingly, notwithstanding any other provision of the Tender Offer or the Cooperation Agreement to the contrary, Beretta Holding shall not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, any validly tendered (and not validly withdrawn) Shares, if any of the following conditions set forth in clauses “(i)”, “(ii)”, “(iii)”, “(iv)” or “(v)” below shall not be satisfied or waived in writing by Beretta Holding as of the Expiration Date (capitalized terms used but not defined below shall have the meaning given to such terms in the Cooperation Agreement):

The foregoing conditions are for the sole benefit of Beretta Holding and may be waived by Beretta Holding in whole or in part at any time and from time to time and in the sole discretion of Beretta Holding (subject to certain exceptions described below) prior to the expiration of the Tender Offer, subject in each case to the terms of the Cooperation Agreement and applicable law. Any reference in this Tender Offer to Purchase or in the Cooperation Agreement to a condition or requirement being satisfied shall be deemed met if such condition or requirement is so waived. Notwithstanding the foregoing, subject to any applicable rules and regulations of the SEC, Beretta Holding reserves the right, in its sole discretion and subject to applicable law, to delay the acceptance for payment of, or payment for, Shares until satisfaction of all conditions to the Tender Offer that are dependent upon the receipt of governmental or regulatory approvals. The foregoing conditions shall be in addition to, and not a limitation of, the rights of Beretta Holding to extend, terminate and/or amend the Tender Offer pursuant to the terms and conditions of the Cooperation Agreement. The failure by Beretta Holding or any of its affiliates at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time prior to the expiration of the Tender Offer.

If, on or after September 17, 2026, Ruger should (i) split, combine or otherwise change, or authorize or propose the split, combination or other change of, the Shares, or (ii) declare, pay or propose to declare or pay any stock dividend or similar distribution on the Shares payable or distributable to stockholders of record on a date on or prior to the date on which any particular Share is accepted for payment and paid for pursuant to the Tender Offer, or shall publicly disclose that it has taken any of the foregoing actions, then, subject to the provisions of Section 14 of this Tender Offer to Purchase, we, in our sole discretion, may make such adjustments as we deem reasonably appropriate in the Tender Offer price and other terms of the Tender Offer.

General. Except as set forth herein, based on our review of publicly available filings by Ruger with the SEC, we are not aware of any licenses or regulatory permits that appear to be material to the business of Ruger that might be adversely affected by our acquisition of the Shares as contemplated by the Tender Offer. In addition, except as set forth herein, we are not aware of any filings, approvals or other actions by or with any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of the Shares by us as contemplated by the Tender Offer. Should any such approval or other action be required, we presently contemplate that we will seek such approval or other action where practicable within the time period contemplated by the Tender Offer. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for Shares tendered in the Tender Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to Ruger’s business or financial condition.

HSR Act; Antitrust. Under the Hart Scott Rodino Antitrust Improvement Act of 1976, as amended (the “HSR Act”), certain transactions, including Beretta Holding’s purchase of Shares pursuant to the Tender Offer, cannot be closed until, among other things, notifications have been submitted to the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the U.S. Department of Justice (the “Antitrust Division”) and specified waiting period requirements have been observed. Beretta Holding filed its HSR Notification and Report Form pursuant to the HSR Act with the FTC and the Antitrust Division, and the applicable waiting period under the HSR Act expired, prior to the commencement of this Tender Offer. Beretta Holding does not anticipate further waiting periods at this time.

The FTC and the Antitrust Division scrutinize the legality under the U.S. antitrust laws of transactions like the Tender Offer. At any time, the FTC or the Antitrust Division could take any action under the antitrust laws that it considers necessary, including seeking (i) to enjoin the purchase of Shares pursuant to the Tender Offer, (ii) to require Beretta Holding to divest the Shares, or (iii) to require the Company to divest substantial assets or seek other conduct relief. Private parties, as well as state attorneys general, also may bring legal actions under the antitrust laws under certain circumstances. At any time before or after the closing of the Tender Offer, notwithstanding the termination or expiration of the applicable waiting period under the HSR Act, any state or private party could seek to enjoin the closing of the Tender Offer or seek other structural or conduct relief or damages.

Beretta Holding cannot be certain that a challenge to the Tender Offer on antitrust grounds will not be made, or, if such challenge is made, what the result will be.

On September 16, 2016, the FTC announced that it had accepted a proposed consent order, which resolved the FTC's antitrust concerns, that prevents Beretta Holding from appointing, nominating or otherwise causing any person to be appointed or nominated to serve on the Ruger Board (including pursuant to the Cooperation Agreement) unless that person is independent of Beretta Holding.

CFIUS. Completion of the Tender Offer is also subject to the receipt of the CFIUS Approval, which means, following submission of a declaration or notice pursuant to the U.S. Defense Production Act of 1950 (the “DPA”), (i) written notification by the Committee on Foreign Investment in the United States (“CFIUS”) to Beretta Holding and/or the Company that none of the transactions contemplated by the Cooperation Agreement that require approval by CFIUS or by the Tender Offer constitutes a “covered transaction” pursuant to the DPA; (ii) written notification by CFIUS to Beretta Holding and/or the Company that CFIUS has determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Cooperation Agreement and the Tender Offer, including through the acceptance of mitigation terms; or (iii) CFIUS shall have sent a report to the President of the United States requesting the President’s decision and the President has announced a decision to not take any action to suspend or prohibit any of the transactions contemplated by the Cooperation Agreement and the Tender Offer.

Beretta Holding submitted a “declaration” to CFIUS pursuant to 31 C.F.R. § 800.402 on January 6, 2026. On May 12, 2026, CFIUS issued the CFIUS Approval indicating that CFIUS determined there are no unresolved national security concerns with respect to the transactions contemplated by the Cooperation Agreement and the Tender Offer.

State Takeover Laws. Ruger is incorporated under the laws of the State of Delaware. In general, Section 203 of the DGCL prevents a Delaware corporation from engaging in a “business combination” (defined to include mergers and certain other actions) with an “interested stockholder” (including a person who owns or has the right to acquire 15% or more of a corporation’s outstanding voting stock) for a period of three (3) years following the date such person became an “interested stockholder” of such corporation unless, among other things, the “business combination” or the transaction by which such person became an “interested stockholder” is approved by the board of directors of such corporation before such person became an “interested stockholder.” The Ruger Board has taken all action necessary under the DGCL to ensure that the restrictions on business combinations under Section 203 of the DGCL do not apply to the Tender Offer, and has approved the Tender Offer for purposes of Section 203 of the DGCL.

Ruger, directly or through subsidiaries, may be deemed to be conducting business in a number of states throughout the United States, some of which have enacted takeover laws. We do not know whether any of these laws will, by their terms, apply to the Tender Offer and have not attempted to comply with any such laws. Should any person seek to apply any state takeover law, we will take such action as then appears desirable, which may include challenging the validity or applicability of any such statute in appropriate court proceedings. In the event any person asserts that the takeover laws of any state are applicable to the Tender Offer, and an appropriate court does not determine that it is inapplicable or invalid as applied to the Tender Offer, we may be required to file certain information with, or receive approvals from, the relevant state authorities. In addition, if enjoined, we may be unable to accept for payment any Shares tendered pursuant to the Tender Offer, or be delayed in continuing or consummating the Tender Offer. In such case, we may not be obligated to accept for payment any Shares tendered in the Tender Offer.

We have retained Saratoga Proxy Consulting LLC to act as Information Agent and Computershare Trust Company, N.A. as Depositary in connection with the Tender Offer. Saratoga Proxy Consulting LLC may contact holders of the Shares by mail, email and telephone and may request brokers, dealers and other nominee stockholders to forward materials relating to the Tender Offer to beneficial owners. Saratoga Proxy Consulting LLC and Computershare Trust Company, N.A. will receive reasonable and customary amounts of compensation for their respective services, will be reimbursed by us for reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Tender Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent as described above) for soliciting tenders of Shares in the Tender Offer. Stockholders holding Shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs may apply if stockholders tender Shares through the brokers or banks and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Tender Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or the agent of the Information Agent or the Depositary for purposes of the Tender Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of the Shares, except as otherwise described in Section 2.

This Tender Offer to Purchase and the Letter of Transmittal do not constitute an offer to purchase securities in any jurisdiction in which such offer is not permitted or would not be permitted. If we become aware of any jurisdiction where the making of the Tender Offer or the acceptance of Shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law where practicable. If, after such good faith effort, we cannot comply with the applicable law, the Tender Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such jurisdiction.

You should only rely on the information contained in this Tender Offer to Purchase or to which we have referred to you. We have not authorized any person to make any recommendation on behalf of us as to whether you should tender or refrain from tendering your Shares in the Tender Offer. We have not authorized any person to give any information or to make any representation in connection with the Tender Offer other than those contained in this Tender Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation, gives you any information or makes any representation, you must not rely upon that recommendation, information or representation as having been authorized by us, the Depositary or the Information Agent.

Beretta Holding S.A.
September 17, 2026

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS
OF BERETTA HOLDING S.A.

The table below sets forth the names, positions and certain biographical information of Beretta Holding’s directors and executive officers. All of Beretta Holding’s directors and executive officers can be reached c/o Beretta Holding S.A., 9 rue Sainte Zithe, L-2763, Luxembourg.

SCHEDULE II

CONSOLIDATED FINANCIAL STATEMENTS

OF BERETTA HOLDING S.A.

Registre de Commerce et des Sociétés

Numéro RCS : B224055

Reference de depot : L250256914

Depose et enregistré le 31/07/2025

Annual Report

Consolidated Financial Statements
as at 31 December 2024

Annual Accounts as at 31 December 2024

Annual report for the year ended 31 December 2024

CONTENTS

Consolidated Financial Statements as at 31 December 2024

1.       Group Profile

2.       Management Report on the consolidated financial statements

2.1       Group performance and results

Dear Shareholders,

this management report accompanies the consolidated financial statements of the Company together with its subsidiaries and associates (“the Group”) which have been prepared in accordance with the accounting principles generally accepted in the Grand Duchy of Luxembourg (please refer to Note 8.2). The changes in the Group perimeter occurred in 2024 are reported in Note 8.2.1.

The Group reported consolidated net sales of Eur 1,668.8 million in 2024 (2023: Eur 1,583.3 million) and a net income of Eur 141.0 million (2023: Eur 94.0 million). A summary of the income statements indicators is reported in the following pages.

From a macroeconomic perspective, inflationary pressures have shown signs of easing and interest rate stabilization is underway in several key markets. However, global economic uncertainty remains, driven by ongoing geopolitical tensions and evolving trade dynamics. Throughout the year, transportation and energy costs have remained relatively stable, providing a measure of predictability that has supported more effective operational planning.

Demand from final customer for Group’s products continued to soften in Europe, but the improvements of the inventory levels at the distribution chain allowed the Group companies to minimize the impacts. Meanwhile, in North America the market continues to be stable.

The table below show the income statement for fiscal year 2024, compared to the prior year, and the sales trend for the past years.

(*) The net other operating charges include an accrual to bad debt provision and write-downs of the receivables for an amount of Eur 1.3 mln in financial year 2024, and Eur 2.4 mln in financial year 2023.

(**) Due to a change in the accounting treatment of the defined benefit plans, certain expenses have been reclassified from Personnel Costs to Financial Expenses in the financial statements. This adjustment aligns with the Luxembourg generally accepted accounting principles and ensures a more accurate representation (refer to Note 8.2.3). It is important to note that this reclassification does not affect the overall financial position or performance of the company, it only enhances the presentation.

(***) To improve the presentation of the Group’s economic and financial performance, the methodology for calculating the Ebitda was slightly revised in the financial year 2024. Specifically, the indicator has been calculated only by adding back amortization, depreciation and write-downs on tangible and intangible assets to the Ebit with no further adjustments. The Ebitda of 2023 has been restated accordingly, for comparative purposes.

The Group recorded an increase in the consolidated turnover of 5.4% which includes a very limited impact of the currency trends and consequently the growth is all related to volumes/product mix.

66% of the consolidated revenues are related to sales to the civil sector (2023: 71%), the remaining 34% (2023: 29%) to the defence/law enforcement sector.

Net Revenues Trend (Eur million)

The table below shows the breakdown of revenues by geographic area over the last three years:

In Europe, the Group recorded an increase in sales of around 10.6% as a combination of a drop in the civil sector offset by significant increase in defence/law enforcement turnover. The increase in defence/law enforcement was due to a wider range of products (i.e. launch of new products) and a robust demand.

The decline in sales within the civil sector impacted all of the Group’s product lines, whereas the growth observed in the defence/law enforcement market positively contributed to the performance of the entire product portfolio.

In North America, the Group’s performance was broadly in line with the previous year. Firearms sales saw a slight decline of 1.9%, while a significant drop in ammunition sales was fully offset by a robust growth in the optics division.

The higher sales in the countries of the Rest of the World are attributable to both the civil market and the defence/law enforcement sector.

Moving to the financial analysis of the economic results, the Group recorded an increase in the profitability with an Ebitda of Eur 252.8 million, up by Eur 24.9 million compared to prior year (Eur 227.9 million). The increase of the Ebitda is mainly attributable to a combination of higher volumes and effective control over the structure costs, only partially eroded by a slightly lower margin on sales.

Below the operating margin, the Group recorded a positive financial result of Eur 6.2 million and taxes for Eur 43.3 million which brought the net income for the year to Eur 141.0 million. The net income attributable to minority interests amounted to Eur 5.3 million.

The key balance-sheet items as at 31 December 2024 compared with 31 December 2023 are summarized in the table below:

The net financial position at year-end was positive at Eur 186.7 million, reflecting an improvement of Eur 78.8 million compared to the beginning of the year.

The performance in terms of operating cash generation was robust, primarily supported by the net profit for the year. This was only partially offset by a modest increase in working capital, attributable to a solid performance in inventory management. The overall cash flow was subsequently impacted by investment outflows and the distribution of dividends to shareholders.

The headcount at year-end, including temporary staff, was 5,894 with a reduction of 312 people: the biggest portion of the decrease refers to the European factories because of the contraction of the volumes of production.

The table below shows the breakdown of the workforce by geographic area, compared with the previous year:

Expenses related to R&D activities amounted to Eur 29.3 million (1.8% of net sales) and were completely charged to the income statement for the year. The biggest part of the activities was dedicated to products, both through the development and industrialization of new models and particularly innovative solutions, and through the continuous focus on improving the quality and reliability of the existing range.

New capital expenditures amounted to Eur 82.9 million (2023: Eur 62.3 million), or 4.9% of net sales, of which Eur 36.6 million for machinery, plants and tools & equipment; Eur 25.3 million for land and buildings and Eur 21.0 million for other assets.

The breakdown by geographical area in the last three years is shown in the following comparative table:

New capital expenditures for machinery, plant and equipment have been focused, for both firearms and ammunition, on the main manufacturing plants. The primary capital expenditure for the year was the acquisition by the German subsidiary, RWS GmbH, of the lands and buildings located in Furth and Sulzbach-Rosenberg.

Finally, it is worth mentioning the Group’s constant commitment to guaranteeing and improving safety conditions at work for its employees, as well as its continuous attention to environmental and energy saving initiatives. In terms of safety, also in 2024 the main lines of action concerned the modernization and improvement of workplaces and the further strengthening of the safety culture within the individual companies.

2.2       Outlook

In the early months of 2025, the Group has been facing an uncertain market environment, mainly due to the announcement of a new trade conflict that may lead to the introduction of tariffs. These announcements have created uncertainty, especially in the civil market, where both European and U.S. might be affected by rising costs and unpredictable trade conditions. As a result, it has become more difficult to manage pricing, plan supply chains, and maintain clear visibility over the market outlook.

Conversely, the defence/law enforcement segment continues to demonstrate resilience. The Group’s backlog of multi-year contracts, alongside new orders secured in the recent period, provides a solid foundation to support a sustained level of turnover throughout the year. This forward-looking visibility contributes to a more stable outlook for this business line, despite the broader market challenges.

It is also important to note that during the early part of 2025, the Usd has depreciated against the Eur. This unfavourable exchange rate movement has had a negative impact on the Group’s commercial margins and financial results, particularly in markets where revenues are predominantly generated in Usd.

Given this complex macroeconomic environment, it remains challenging to provide a reliable outlook for the Group’s performance in 2025 especially in relation to the civil market. However, based on current visibility and the strength of the existing order book, it appears reasonable to expect that the defence/law enforcement sector will achieve commercial and financial results in line with, or potentially exceeding, those recorded in 2024.

2.3       Other information

None of the Companies in the consolidation scope hold, or have held during the year, Parent Company shares or Treasury Shares.

The Group is exposed to the following operational and financial risks:

Financial risks: as the Group is operative on global markets, it is exposed to a range of financial risks. The Group centrally manages these risks and minimizes them through use of derivative instruments within its “risk management” operations. Financial risks concern:

Country risk: in view of its international presence, the Group is exposed to Country risk, which however is offset by the adoption of a business diversification policy by product and region. In this regard, the Group monitors the development of the various risk components (political, economic/ financial and security) related to countries with significant political and economic instability.

Market risk: the Group primarily focuses on the Premium segments and, in geographical terms, sources most of its revenues from mature markets. In order to reduce the risk of saturation of segments/markets, the Group has for some time focused on regional diversification and is gradually extending the range of products to sectors and segments related to its traditional core market. Furthermore, the Group consistently invests in product and process innovation (protecting itself also through invention, model and design patents) to maintain its technologically advantages and devotes financial resources to marketing and advertising to protect the brand prestige (also ensuring a legal protection of company brands and products).

Product risk: considering the nature of most Group products, a high focus has always been placed on quality, particularly in terms of safe usage. In order to reduce the risk of incurring costs related to product liability damages to third parties, insurance contracts with appropriate coverage have been put in place.

Regulatory risk: the sale, purchase and possession of most Group products are subject to strict regulations. The introduction of any restrictive legislation may in certain cases impact Group business results. However, the high level of diversification of the Group in terms of geographical presence on the major markets, wide products’ portfolio and extensive number of sectors, significantly mitigate the possibility that a regulatory risk may have significant impacts on the Group as a whole.

Environment, security and health risks: the Group is exposed to health, workplace safety and environmental risks (accidents or work-related illnesses, environmental pollution due to uncontrolled emissions, the improper disposal of waste or the releasing of hazardous substances, non or partial compliance with applicable laws and rules). The occurrence of these events may result in criminal and/or administrative sanctions or fines, possibly of a not insignificant amount. In addition, particularly in severe cases, the involvement of public control bodies may impact normal production activities, with the possible production stops the shutdown of entire facilities. In this regard, the companies belonging to the Group have adequate organizational structures to guarantee the ongoing and systematic assessment of these risks and the consequent elimination or mitigation of those considered unacceptable.

Commodity price risk: in buying commodities (particularly copper, lead, steel, zinc, aluminum, etc.) to be used as raw materials in production, the Group is subject to a price risk. Commodity price changes can affect the margins of the operations concerned. In order to minimize the risk, the Group enters into fixed price purchase agreements and may also use financial hedging (lead swaps) to protect against adverse price movements.

Climate-related risk: although there is no single explicit standard on climate-related matters under the accounting principles applied by the Group, climate risk and other climate-related matters may impact a number of areas of accounting. Over the years Management has always adopted a pro-active approach, recognizing the importance of assessing the impact of climate change and its consequences on the Group’s activities. Over the past year, a preliminary assessment at group level has been as well commenced to be ready for the implementation of the mandatory requirements of the Corporate Sustainability Reporting Directive concerning climate risk disclosure, which will be mandated for FY2027 for Group, in accordance with the EU Omnibus package proposal in March 2025. As part of this preliminary exercise, Beretta Holding conducted a Double Materiality Assessment, identifying Climate Change as one of the key material topics for the Group. However, the evaluations conducted so far have been qualitative in nature, and no quantitative assessments have yet been carried out regarding the exposure of the Group’s assets to the impacts of climate change. Management monitors the potential risks resulting from the effects of climate change in the form of natural disasters, such as extreme weather events. So far, Management has not identified any material impacts of climate change on assumptions used (e.g. for impairment tests, fair value measurement, etc.) and on the Group’s financial reporting (e.g. provisions, fixed assets, etc.)

3.       Independent auditor’s report

4.       Consolidated statement of financial position

The accompanying notes form an integral part of these consolidated financial statements

5.       Consolidated income statement

The accompanying notes form an integral part of this consolidated financial statements

6.       Consolidated statement of changes in shareholders’ equity

The accompanying notes form an integral part of this consolidated financial statements

7.       Other information: Consolidated cash-flow statement

8.       Notes to the consolidated financial statements

8.1       General information

Beretta Holding S.A. (hereafter the “Company”) was incorporated in Luxembourg on 25 April 2018 as a Societe Anonyme in accordance with the Luxembourg Law of 10 August 1915, as amended, on Commercial Companies for an unlimited period of time.

The Company is registered with the Trade and Companies Register of Luxembourg with the number B224055 and has its registered office at 9, rue Sainte Zithe, L-2763 Luxembourg.

The Group is a global leader in the design, production, and distribution of premium firearms, ammunitions, optics and related accessories, serving defence, law enforcement, and civilian markets through a diverse portfolio of renowned brands.

8.2       Basis of preparation

The consolidated financial statements of the Company together with its subsidiaries and associates (“the Group”) as at 31 December 2024 have been signed and authorized for issue by the Board of Directors on 04 June 2025. The Consolidated Financial Statements 2024 are subject to approval by the shareholders meeting.

The figures set out in these consolidated financial statements are expressed in Euro and all values are rounded to the nearest thousand (Eur thousand) unless otherwise stated.

The accounting policies applied in the preparation of these consolidated financial statements are set out below and are in line with the accounting principles generally accepted in the Grand Duchy of Luxembourg (Luxembourg GAAP) including a fair value option for certain financial instruments.

The Group’s consolidated financial statements include those of Beretta Holding S.A. on 31 December 2024 as parent company and companies over which direct or indirect control is exercised.

As at 31 December 2024, the consolidation perimeter includes the following entities, consolidated according to the line-by-line method:

* Directly held by the Parent or by a group subsidiary
** Held by the Group

The associated companies as at 31 December 2024 are the following: Calzaturificio Zamberlan S.r.l. (Pieve di Torrebelvicino (Italy) - ownership: 40%); Energia Blu s.c.a.r.l. (Gardone V.T. (Italy) - ownership: 27%); Bindig QSTP-LLC (Doha (Qatar) - ownership: 49%); Montefeltro Sport S.r.l. (Urbino (Italy) - ownership: 15%);

The below transactions occurred in 2024 and did not have impacts on the consolidated financial statements:

The transactions below occurred in 2024 and had an impact in the consolidated financial statements:

The share capital of the overseas subsidiaries has been converted into Euro using the year-end exchange rates.

The financial statements included in the consolidation are those prepared by the respective Boards of Directors for Shareholders’ Meetings approval (where required).

The financial statements of all the subsidiaries included in the consolidated financial statements have been appropriately reclassified and adjusted in accordance with the basis of preparation listed in the present Note.

All companies included in the consolidated financial statements adopt the same reporting date as that of the parent company.

The consolidation process has been carried out according to the line-by-line method.

The following criteria were adopted under this method:

The exchange rates used in these financial statements are the following:

Due to a change in the accounting treatment of the defined benefit plans, certain expenses have been reclassified from “Personnel Costs” to “Financial Expenses” in the financial statements. In particular, the interest income and expenses and the remeasurement effects of defined benefit obligations have been reclassified from “Personnel costs” to “Other financial expenses”. Conversely, service costs related to defined benefit obligations have been the sole component kept in the “Personnel costs”. The management considers this reclassification an enhancement of the disclosure in line with the true and fair view principal foreseen by the Luxembourg generally accepted accounting principles. It is important to note that this reclassification does not affect the overall financial position or performance of the company, it only enhances the presentation.

Furthermore, the format of the income statement has been revised compared to the prior year to enhance its clarity. A new line item, ‘Share of profit (loss) of associates,’ has been added in line with the true and fair view principal foreseen by the Luxembourg generally accepted accounting principles.

The details of the amounts reclassified and the related amended notes to the consolidated financial statements are set out in the table below:

Intangible fixed assets are recognized at cost, net of amortization calculated on a straight-line basis according to the residual useful life. Development costs are amortized from the date of marketing the product, based on the period over which it is estimated that they will produce a financial benefit and in any event over a period not exceeding five years. Patents, intellectual property rights, concessions, licenses and trademarks are amortized over the remaining usage rights period, with a maximum limit of their legal duration.

The amortization rate and methods applied are as follows:

Where, regardless of the amortization already provided, an impairment should arise, the asset is written- down; accordingly, should in following periods the reasons for the write-down no longer exist, the value adjustment is reversed.

Tangible fixed assets are recognized to the consolidated balance sheet at purchase or construction cost. This cost is adjusted by accumulated depreciation. Accumulated depreciation is calculated according to the economic-technical depreciation rates applied on a straight-line basis, which take into account the residual usage possibility of the assets. The rates are unchanged compared to the previous year and are as follows:

Where, regardless of the depreciation already provided, an impairment should arise, the asset is written-down; accordingly, should in following periods the reasons for the write-down no longer exist, the value adjustment is reversed.

Maintenance, expansion, modernization, or improvement costs are capitalized if they generate a significant and tangible increase in capacity, productivity, safety, or useful life of tangible fixed assets, otherwise, they are charged to the consolidated income statement in the year incurred.

Lease contracts of property, plant, and equipment whereby the Group substantially holds all risks and rewards of ownership are classified as finance leases. Finance leases are capitalized at the lease inception at the lower of the leased asset fair value or the present value of the minimum lease payments. Lease payments are apportioned between finance costs and reductions against the residual liability so as to obtain a constant rate of interest on the outstanding liability. Depreciation and subsequent asset measurement policies are consistent with those of similar property, plant, and equipment.

Lease contracts for which a significant part of the risks and rewards incidental to ownership are kept by the lessor are classified as operating leases. Leasing expenses are recognized in the income statement and spread over the lease term on a straight-line basis.

Affiliated companies are those in which the Group exercises considerable influence but no form of control. Significant influence is presumed the case that more than 20% of voting rights are held; this threshold is reduced to 10% for listed companies. Affiliated companies are initially recorded at cost and then accounted for, using the equity method.

Affiliated companies for which updated financial information is not available and equity investment for which the Group does not exercise a significant influence are carried at purchase price including the expenses incidental thereto. Where the Group considers that fixed assets have suffered a durable decline in value, a value adjustment is recorded to reflect this impairment. These value adjustments are reversed if the reasons for which the value adjustments were made have ceased to apply.

Inventories are made of raw materials and consumables, work in progress, finished goods, and goods for resale and payments on account.

Stocks of raw materials, consumables and finished goods, and goods for resale are recorded at lower of acquisition or production costs calculated on the basis of “first in, first out” (FIFO) method. A value adjustment is recorded where the market value is lower than the production cost. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. Work in progress, semi-finished goods, and finished products are valued at real manufacturing cos, which includes raw materials, direct labour, and production costs.

Receivables originating from revenues for the sale of goods and services are recorded under current assets when the relative revenues are recognized.

Receivables that originate for other reasons are recorded when the “right” to the receivable arises and therefore when they represent an effective obligation of third parties towards the Group. When receivables have a financial nature, they are classified under non-current financial assets, with indication of the amount due within one year.

Receivables are carried at costs that generally correspond to their nominal value. A value adjustment is recorded when the estimated realizable value is lower than the nominal value. The realizable value is estimated on the basis of information available to the Board of Directors. These value adjustments are reversed if the reason for which the value adjustments were made has ceased to apply.

Other assets include accruals and prepayments that are represented by incomes and charges incurred during the financial year but related to the subsequent financial year.

Transferable securities are valued at market value, expressed in the currency in which the annual accounts are prepared.

The market value corresponds to:

the probable realization value estimated with due care and in good faith by the Board of Directors for transferable securities not listed on a stock exchange or not traded on another regulated market and for transferable securities listed on a stock exchange or traded on another regulated market where the latest quote is not representative.

Cash at banks and on hand are recorded at their nominal value which approximates the expected realizable amount.

Allowances for risks and charges

Allowance for risks and charges are intended to cover losses or debts, the nature of which is clearly defined and which at the cut-off date are either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.

Allowances for risks and charges may also be created to cover charges which have their origin in the financial year under review or a previous financial year, the nature of which is clearly defined and which at the cut-off date is either likely to be incurred or certain to be incurred but uncertain as to their amount or as to the date on which they will arise.

Provisions for pensions and similar obligations

Provisions for pensions and similar obligations are composed of employee termination indemnities and certain defined benefit plans. Employee termination indemnities represent the actual debt owed to employees according to legal obligations in certain jurisdictions and the labour contract in force, considering every form of long-term remuneration. The provision corresponds to the total of individual indemnities accrued up until 31 December 2024 in favour of employees as of the closing date of the consolidated financial statements, net of advances paid, and is equal to the sum that would have been paid to employees in the event employment had been terminated at that date. Defined benefit plans are accounted for using the present value of the defined benefit obligations by applying an actuarial valuation method. The increase in the present value of the defined benefit obligation resulting from employee service in the current period is recognized in the consolidated income statement.

The Pension plan contract, and the mechanics used to account for pension provisions have been analysed by the Management.

Payables originating from the acquisition of goods are recorded in the consolidated statement of financial position when the risks, charges, and significant benefits related to ownership have been substantially transferred. Payables for services are recorded when the services have been provided, or rather when the service has been undertaken.

Financial payables arising from financing operations and those other than from the acquisition of goods and services are recorded when the entity has an obligation to the counterparty based on legal and contractual conditions.

The account “Advance payments” refers to the advance payments received from customers relating to the supply of goods and services not yet performed.

Payables are recorded at their reimbursement value.

When the amount payable on account is greater than the amount received, the difference is shown as an asset and is written off over the period of the debt based on the effective interest method.

Revenues comprise the amounts derived from the sale of products and the provision of services falling within the Group’s ordinary activities after deductions of sales rebates value-added tax, and other taxes directly linked to the turnover.

Purchase costs are recognized on the basis of the occurrence principle. Raw materials, ancillary, consumables, and goods include accessory acquisition costs (transport, insurance, loading and unloading, etc.) where the supplier has included such costs in the purchase price, otherwise, they are recorded separately under service costs based on their nature.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.

Provisions for taxation correspond to the difference between the tax liability estimated by the Group and the advance payments for the financial years for which the tax return has not yet been filed. The current tax provision is recorded under the caption “Current liabilities - Tax payables”.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

Deferred tax assets are recognized for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized, except:

The carrying amount of deferred tax assets is reviewed each year and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re-assessed each year and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Transactions in foreign currencies are translated into Eur at the exchange rates prevailing at the date of the transactions.

For subsequent measurement a distinction between monetary items and non-monetary items must be made.

The essential feature of a monetary item is a right to receive (or an obligation to deliver) a fixed or determinable number of units of currency. Monetary items include receivables and other assets, cash and cash equivalents, provisions and liabilities. All other items are non-monetary items.

Financial investments can be both monetary and non-monetary items. Debentures and interest-bearing securities (bonds) are monetary items. On the other hand, investments and securities, without vested claims to a specific or specifiable monetary amount (e.g. stock shares, investment shares) are non-monetary items.

Amounts prepaid for goods and services are non-monetary items since they are to be settled by the delivery of a non-monetary asset (and not a fixed or determinable monetary amount). When service interruption is indicated, such as in the case of a partial or full refund of the prepayment, the prepaid amounts are classified as monetary items.

Foreign currency monetary items are reported using the closing rate as of the cut-off date with an income statement effect to be recorded under Net Exchange Differences. An exception is represented by unrealized exchange gains on transactions for which the settlement is uncertain or not predictable, which are not recognized in the consolidated income statement.

Foreign non-monetary items are translated using historical exchange rates (rate at the date of the transaction) with no further revaluation/devaluation.

The Group may enter into derivative financial instruments such as options, swaps, futures, or foreign exchange contracts.

Derivative financial instruments are fair valued based on market value/valuation techniques. Unrealized gains and losses are recorded in the profit and loss except if the financial instrument is designated as a hedge for exposure to the variability of future cash flows, in this case, the effective portion of the fair value of the instrument is reported in the Consolidated statement of the changes in the shareholders’ equity.

The market value of the derivative financial instruments corresponds to:

8.3       Pillar Two legislation

The Company is subject to the fiscal law in force in Luxembourg applicable to all commercial companies. The Company is in scope of the OECD Pillar Two model rules (“the Pillar Two Rules”). The Pillar Two Rules have been enacted in Luxembourg and include the Income Inclusion Rule (“IIR”) and the Qualified Domestic Minimum Top-up Tax (“QDMTT”), effective from 31 December 2023, as well as the Undertaxed Profits Rule (“UTPR”), effective from 31 December 2024. The legislation imposes a minimum 15% effective tax rate.

No liability related to Pillar Two income taxes was identified, based on the analysis performed with the information available at the time of approving the accounts at the level of the Group. This serves as a best estimate, reflecting the data available at the time of closing the accounts of the Group. It should be noted that this Pillar Two disclosure is subject to change depending on the Pillar Two analysis covering the entire multinational enterprise (“MNE”) Group, which will be performed at a later date upon closing the consolidated financial statements of the Ultimate Parent Entity (“UPE”).

Deferred tax assets have not been recognized in respect of the following items:

8.4       Intangible assets

The changes to the net book value of intangible assets in 2024 are set out in the table below:

The amortization of the year is mainly referred to Other assets (customer lists) and Goodwill recognized as part of the business combination following the acquisition of the ammunition business, no impairment indications were identified as at 31 December 2024.

8.5       Tangible assets

Tangible assets amount to Eur 372.6 million in 2024. The changes to the net book value in 2024 are presented in the table below:

The main investments in 2024 are related to land and building, plant, machineries and industrial and commercial equipment, and include:

Capital expenditure is mainly concentrated in Italy, North America, Finland, Germany and Switzerland.

8.6       Financial fixed assets

Financial fixed assets are reported in the table below:

Details of the effects resulting from the application of the equity method on participating interests are as follow:

Investments held as fixed assets are accounted at both acquisition cost when held for an indefinite period of time and not listed on active markets and at fair value when shares are liquid and measurable based on publicly quoted market prices or third parties’ specific inputs (please refer to Note 8.2 - Basis of preparation).

The change in scope is referred to the sale of all the shares held in Rottigni Officina Meccanica S.r.l. and of the sale of a 34% stake in Montefeltro Sport S.r.l.. Management decides not to recognize any value adjustments on the investments accounted for at acquisition cost that show a carrying value higher than the pro-quota equity, since such differences has been deemed to be recoverable in the near future, considering the expected positive performance of the investments.

8.7       Other financial assets

Other financial assets are mainly referred to guarantee deposits.

8.8       Deferred tax assets

Deferred tax assets amount to Eur 43.5 million (2023: Eur 45.6 million). The amount refers to benefits expected on temporary deductible differences on the basis of the reasonable certainty they will be recovered. Deferred tax assets and related temporary deductible differences are as follows:

8.9       Inventories

The balance at year-end is reported below:

Inventories are net of an obsolescence allowance of approximately Eur 54.4 million (2023: Eur 74.6 million), mainly concerning finished products and goods for resale.

8.10       Trade receivables

The balance at year-end is as follows:

Receivables from associates mainly relates to trade receivables from associated company incorporated in the Middle East area for Eur 31.1 million (2023: Eur 24.8 million).

Receivables recognized in the financial statements, net of the provision for doubtful accounts and the allowance for discounts and returns, are entirely due within one year.

The following movements took place in the doubtful debt provision during the year:

The following movements took place in the allowance for discounts and returns during the year:

8.11       Tax receivables

As at 31 December 2024 the caption amounts to Eur 40.4 million, compared to Eur 30.1 million in the previous year. Details are reported below:

8.12       Other receivables and current assets

Other receivable and current assets amount to Eur 30.6 million (2023: Eur 22.7 million) and are detailed below:

The increase in caption “Due from insurance companies for pension provision” is mainly due to remeasurement effect of the defined benefit plan in our subsidiary in Switzerland, which results in a net asset position of Eur 5.7 million.

8.13       Financial assets

The caption amounts to Eur 51.8 million as at 31 December 2024 (2023: Eur 45.8 million) and refer mainly to marketable securities. The breakdown is as follows: