RGR News & Events

Beretta Holding, the largest shareholder of Sturm, Ruger & Company, with 9.95% ownership of the Company's outstanding common stock, issued a clarification to fellow shareholders of Rugerm which read in part: "From the outset, Beretta Holding's objective has been collaborative engagement focused on how we can partner with Ruger to improve performance and deliver sustainable long-term value for all shareholders, employees and customers. All discussions with the Ruger Board of Directors were conducted in confidence with the objective of reaching a negotiated settlement. During our confidential discussions with the Board, Beretta Holding opened a negotiation of potential structures to make a strategic minority investment in Ruger. The intention has always been to make an investment on market terms and in a manner that would benefit all shareholders. Such an investment would allow Ruger to draw on Beretta Holding's five centuries of operating expertise in the global firearms sector to reverse its downward trajectory. This need for operational improvement is evident in Ruger's deteriorating financial performance, with operating income declining by nearly $65M over the last two years, from $52M in 2023 to an operating loss of $12M in 2025. Unfortunately, we have continuously been met with opposition from the Company, which has adopted a poison pill in response to our investment, insisted that we immediately enter into unusually restrictive standstill agreements before any meaningful discussions occurred and announced a reactive Board refresh amid active negotiations. In our view, this posture raises questions about the Board's willingness to engage in good faith and suggests a preference for maintaining the status quo over meaningful shareholder engagement...Beretta Holding has nominated a minority slate of experienced nominees that are running as independent directors, and at no time did we suggest appointing our CEO to Ruger's Board. Any implication that Beretta Holding proposed actions that would violate applicable rules or regulations is simply false...Beretta Holding is disappointed that Ruger has elected to egregiously violate its contractual obligations under its Confidentiality Agreement with us and share confidential discussions in an underhanded, distorted attempt to discredit Beretta Holding. During these confidential discussions, we consistently sought a constructive and collaborative resolution that would have benefited all shareholders without the need for a costly and distracting contested election. We remain open to a negotiated outcome and believe such a resolution would best serve Ruger and its shareholders."

On February 24, 2026, Sturm, Ruger & Company received a notice from Beretta Holding stating Beretta's intention to nominate four candidates for election to Ruger's Board of Directors at the Company's 2026 Annual Meeting of Stockholders. The Company, in consultation with its advisors, is reviewing the notice in accordance with Ruger's established procedures and applicable law. The company said, "To date, Ruger has not publicly responded to Beretta's characterization of Ruger's actions and decisions. However, because of mischaracterizations and omissions in Beretta's communications, Ruger feels it is necessary to set the record straight. Ruger first became aware of Beretta's interest in Ruger on September 22, 2025, when Beretta filed a Schedule 13D reporting an approximately 7.7% stake in Ruger. Beretta did not contact Ruger before or in connection with that filing. The 13D stated that Beretta had no "present intention" to take control of Ruger. In the days and weeks that followed, Ruger representatives reached out to Beretta and offered to meet with Beretta repeatedly and asked that Beretta pause its share accumulation pending discussions. Beretta refused to pause its accumulation and so, on October 14, 2025, the Ruger Board adopted a short-term stockholder rights plan to protect the interests of all Ruger stockholders from Beretta's ongoing creeping takeover. In the following weeks, Beretta declined Ruger's invitations for in-person principal-to-principal meetings, while sending a series of aggressive letters through counsel. Eventually, following outreach from the Ruger Chair, a meeting was held in Paris on December 15, 2025. At that meeting, Beretta's Chair indicated a long-term plan to combine Ruger with Beretta but made no formal proposal. Beretta's Chair also indicated that he had no interest in the status quo and that he would find a way to increase his position if Ruger remained resistant. Representatives of the parties met again in Luxembourg in February 2026 and traded several proposals but were unable to reach an agreement. Following the Luxembourg meeting, Ruger made multiple good-faith and constructive proposals to Beretta that were designed to avoid a costly and distracting proxy contest and allow the Company to remain focused on executing its strategy. These proposals were carefully structured to preserve Ruger's independence as a public company and ensure compliance with applicable antitrust and national security laws...In contrast, Beretta repeatedly advanced extreme demands and threatened to "go to war" if those demands were not met...Ruger communicated to Beretta that its demands were inconsistent with U.S. corporate governance best practices and applicable law...While Ruger remains ready and willing to engage constructively with Beretta for the benefit of all stockholders, the Board is committed to continuing to act decisively to protect Ruger's other stockholders from Beretta's aggressive campaign to seize control on unfair terms. Ruger will continue to communicate with all Ruger stakeholders as this situation develops."