Sturm, Ruger Responds to Beretta's Board Nomination
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."
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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.
