Beretta Holding Clarifies Investment Negotiations with Ruger
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."
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BERETTA HOLDING: "DISAPPOINTED" BY STURM RUGER BOARD'S DECISION TO VIOLATE CONFIDENTIALITY AGREEMENT INSTEAD OF MAINTAINING PRIVATE TALKS
Brett Holding's Statement: Brett Holding expressed disappointment regarding the decision made by the Sturm Ruger board.
Confidentiality Breach: The board chose to breach a confidentiality agreement instead of continuing private discussions.
Beretta Holding Proposes Strategic Investment in Ruger
- Investment Proposal: Beretta Holding, holding a 9.95% stake, proposes a strategic minority investment in Ruger aimed at improving performance through market terms, despite the Ruger board's resistance, indicating a disregard for shareholder interests.
- Deteriorating Financial Performance: Ruger's operating income has declined by nearly $65 million over the past two years, from $52 million in 2023 to a $12 million operating loss in 2025, highlighting the urgent need for operational improvements to reverse this downward trend.
- Board Structure Issues: Despite the recent appointment of three new members, long-tenured directors continue to hold key leadership positions, resulting in no substantial change in the board's power dynamics and further weakening accountability to shareholders.
- Compliance Controversy: Beretta Holding expresses disappointment over Ruger's breach of confidentiality agreements, viewing this as an attempt to discredit its proposals, while consistently seeking constructive solutions to avoid costly contested elections.
BERETTA HOLDING: WILLING TO CONSIDER A NEGOTIATED SOLUTION WITH STURM RUGER
Company Overview: Beretta Holding is currently open to negotiating an outcome with Sturm Ruger, indicating a willingness to engage in discussions.
Potential Collaboration: The negotiations suggest a possibility of collaboration or partnership between Beretta Holding and Sturm Ruger, which could impact their market strategies.
Sturm, Ruger and Beretta Engage in Proxy Fight
- Proxy Battle Intensifies: Beretta, now holding a 9.95% stake in Sturm, Ruger, has nominated four independent directors to oversee the company, citing years of weak performance and poor capital allocation, indicating a strong push for governance change.
- Tense Competitive Relationship: Sturm, Ruger accuses Beretta of seeking “disproportionate representation” that could raise antitrust and national security concerns, especially given Beretta's demands for up to 25% ownership and special voting rights, highlighting the escalating tension between the two competitors.
- Defensive Measures Implemented: In response, Sturm, Ruger adopted a limited-duration shareholder rights plan last year to prevent what it calls a creeping foreign takeover, while refreshing its board with several new independent directors to maintain independence and compliance.
- Unsuccessful Proposals: Sturm, Ruger claims to have made multiple good-faith proposals to Beretta to avoid a costly proxy contest, but Beretta's extreme demands and threats to “go to war” if unmet illustrate the complexities and challenges in their negotiations.
Beretta Seeks to Acquire Ruger Stock at 15% Discount
- Acquisition Intent: Beretta aims to acquire approximately 7.7% of Ruger's shares at a 15% discount while demanding disproportionate board representation, potentially granting it veto power over critical company decisions, thereby threatening Ruger's governance structure.
- Board Interaction: Ruger's board has engaged with Beretta multiple times in an attempt to resolve differences constructively, but after failing to meet Beretta's demands, Beretta threatened to launch a 'war' and nominated four directors, indicating a strong desire for control over Ruger.
- Shareholder Protection: Ruger's board has implemented measures to protect all shareholders' interests, including adopting a short-term stockholder rights plan in October 2025 to prevent Beretta's creeping takeover, ensuring the independence and transparency of corporate governance.
- Governance Refresh: On February 23, 2026, Ruger announced the appointment of three new directors, indicating that the board refreshment process began prior to Beretta's investment, underscoring the company's commitment to governance and shareholder interests.
Beretta Holding Questions Ruger's Management Performance Amid Earnings Decline
- Performance Warning: Ruger's revenue growth of only 3.6% in Q4 2025 and less than 2% for the full year, coupled with an 18.7% decline in gross profit, indicates a failure in effective strategy execution by management, resulting in diminished shareholder value.
- Innovation Doubts: Despite new products representing over 30% of sales, Ruger's average selling price fell from $377 in 2024 to $364 in 2025, suggesting that its product strategy has failed to enhance pricing power, further compressing margins.
- Financial Health Concerns: Adjusted EPS missed consensus, and on a GAAP basis, the company reported a loss for the year, with operating income deteriorating by nearly $65 million over two years, highlighting inefficiencies in capital allocation strategies.
- Governance Reform Needed: Beretta Holding has nominated four independent director candidates, emphasizing the urgent need for change in the boardroom to restore accountability to shareholders and drive the company towards sustainable long-term value creation.
BERETTA HOLDING: "DISAPPOINTED" BY STURM RUGER BOARD'S DECISION TO VIOLATE CONFIDENTIALITY AGREEMENT INSTEAD OF MAINTAINING PRIVATE TALKS
Brett Holding's Statement: Brett Holding expressed disappointment regarding the decision made by the Sturm Ruger board.
Confidentiality Breach: The board chose to breach a confidentiality agreement instead of continuing private discussions.
Beretta Holding Proposes Strategic Investment in Ruger
- Investment Proposal: Beretta Holding, holding a 9.95% stake, proposes a strategic minority investment in Ruger aimed at improving performance through market terms, despite the Ruger board's resistance, indicating a disregard for shareholder interests.
- Deteriorating Financial Performance: Ruger's operating income has declined by nearly $65 million over the past two years, from $52 million in 2023 to a $12 million operating loss in 2025, highlighting the urgent need for operational improvements to reverse this downward trend.
- Board Structure Issues: Despite the recent appointment of three new members, long-tenured directors continue to hold key leadership positions, resulting in no substantial change in the board's power dynamics and further weakening accountability to shareholders.
- Compliance Controversy: Beretta Holding expresses disappointment over Ruger's breach of confidentiality agreements, viewing this as an attempt to discredit its proposals, while consistently seeking constructive solutions to avoid costly contested elections.
BERETTA HOLDING: WILLING TO CONSIDER A NEGOTIATED SOLUTION WITH STURM RUGER
Company Overview: Beretta Holding is currently open to negotiating an outcome with Sturm Ruger, indicating a willingness to engage in discussions.
Potential Collaboration: The negotiations suggest a possibility of collaboration or partnership between Beretta Holding and Sturm Ruger, which could impact their market strategies.
Sturm, Ruger and Beretta Engage in Proxy Fight
- Proxy Battle Intensifies: Beretta, now holding a 9.95% stake in Sturm, Ruger, has nominated four independent directors to oversee the company, citing years of weak performance and poor capital allocation, indicating a strong push for governance change.
- Tense Competitive Relationship: Sturm, Ruger accuses Beretta of seeking “disproportionate representation” that could raise antitrust and national security concerns, especially given Beretta's demands for up to 25% ownership and special voting rights, highlighting the escalating tension between the two competitors.
- Defensive Measures Implemented: In response, Sturm, Ruger adopted a limited-duration shareholder rights plan last year to prevent what it calls a creeping foreign takeover, while refreshing its board with several new independent directors to maintain independence and compliance.
- Unsuccessful Proposals: Sturm, Ruger claims to have made multiple good-faith proposals to Beretta to avoid a costly proxy contest, but Beretta's extreme demands and threats to “go to war” if unmet illustrate the complexities and challenges in their negotiations.
Beretta Seeks to Acquire Ruger Stock at 15% Discount
- Acquisition Intent: Beretta aims to acquire approximately 7.7% of Ruger's shares at a 15% discount while demanding disproportionate board representation, potentially granting it veto power over critical company decisions, thereby threatening Ruger's governance structure.
- Board Interaction: Ruger's board has engaged with Beretta multiple times in an attempt to resolve differences constructively, but after failing to meet Beretta's demands, Beretta threatened to launch a 'war' and nominated four directors, indicating a strong desire for control over Ruger.
- Shareholder Protection: Ruger's board has implemented measures to protect all shareholders' interests, including adopting a short-term stockholder rights plan in October 2025 to prevent Beretta's creeping takeover, ensuring the independence and transparency of corporate governance.
- Governance Refresh: On February 23, 2026, Ruger announced the appointment of three new directors, indicating that the board refreshment process began prior to Beretta's investment, underscoring the company's commitment to governance and shareholder interests.
Beretta Holding Questions Ruger's Management Performance Amid Earnings Decline
- Performance Warning: Ruger's revenue growth of only 3.6% in Q4 2025 and less than 2% for the full year, coupled with an 18.7% decline in gross profit, indicates a failure in effective strategy execution by management, resulting in diminished shareholder value.
- Innovation Doubts: Despite new products representing over 30% of sales, Ruger's average selling price fell from $377 in 2024 to $364 in 2025, suggesting that its product strategy has failed to enhance pricing power, further compressing margins.
- Financial Health Concerns: Adjusted EPS missed consensus, and on a GAAP basis, the company reported a loss for the year, with operating income deteriorating by nearly $65 million over two years, highlighting inefficiencies in capital allocation strategies.
- Governance Reform Needed: Beretta Holding has nominated four independent director candidates, emphasizing the urgent need for change in the boardroom to restore accountability to shareholders and drive the company towards sustainable long-term value creation.
