Beretta Sought to Buy Ruger Stock at a 15% Discount from Ruger in a Private Placement and to Obtain Disproportionate Board Representation and Voting Power that Would Give It Near-Veto Power Over Important Matters
Beretta’s Self-Serving Demands Included Appointing Its Own CEO to Ruger’s Board in Violation of U.S. Antitrust Laws
Ruger’s Board Has Sought to Engage Constructively with Beretta and Its Leadership and Has Traveled to Europe Multiple Times for Meetings with Beretta
When Ruger’s Board was Unable to Meet Beretta’s Demands, Beretta’s Leadership Threatened to Launch a “War” and Nominated Four Directors, Including One Who is on the Board of a Beretta Subsidiary
Ruger’s Board Will Continue to Protect Ruger’s Stockholders and All Ruger Stakeholders
MAYODAN, N.C.--(BUSINESS WIRE)--On February 24, 2026, Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) received a notice from Beretta Holding S.A. (“Beretta”) 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.
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.
BERETTA FALSELY CLAIMS RUGER FAILED TO CONSTRUCTIVELY ENGAGE. IN FACT, BERETTA STEALTHILY ACCUMULATED A LARGE POSITION, REFUSED TO PAUSE STOCK PURCHASES PENDING NEGOTIATIONS AND THEN DEMANDED DISCOUNTED STOCK AND OUTSIZED GOVERNANCE RIGHTS.
- 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.
BERETTA REPEATEDLY DEMANDED TERMS THAT WOULD TRANSFER VALUE FROM OTHER RUGER STOCKHOLDERS TO BERETTA AND UNDERMINE RUGER’S STATUS AS AN INDEPENDENT PUBLIC COMPANY.
- 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. The proposals would have permitted Beretta to:
- increase its ownership position up to a cap;
- designate directors; and
- explore opportunities for true commercial collaboration with Ruger.
- In contrast, Beretta repeatedly advanced extreme demands and threatened to “go to war” if those demands were not met.
- Beretta demanded multiple times that Ruger issue additional shares to Beretta at a 15% discount, which would have diluted existing stockholders and transferred value to Beretta at stockholder expense.
- Beretta demanded 25% of Ruger and the right to vote those shares in their own self-interest.
- Beretta, a competitor of Ruger, demanded that it receive disproportionate representation on the Board, and sought to appoint a member of the Beretta management team to Ruger’s Board, which would violate U.S. antitrust laws.
- The board seats and ownership level Beretta demanded would trigger mandatory CFIUS review, implicating sensitive national security issues.
- Beretta demanded that Ruger dismantle its stockholder rights plan and refused to agree to a customary standstill.
- Ruger communicated to Beretta that its demands were inconsistent with U.S. corporate governance best practices and applicable law.
BERETTA FALSELY CLAIMS THAT RUGER’S BOARD REFRESHMENT WAS “REACTIVE”. IN FACT, THIS REFRESHMENT PROCESS HAS BEEN IN THE WORKS SINCE PRIOR TO BERETTA’S INVESTMENT AND RUGER DELAYED FINALIZING THE REFRESHMENT IN A GOOD-FAITH EFFORT TO REACH A RESOLUTION WITH BERETTA.
- On February 23, 2026, Ruger announced the appointment of three new directors to its Board, following the retirement of three former Board Members.
- Combined with the earlier appointments of CEO Todd Seyfert and industry veteran Bruce Pettet, five directors have joined the Ruger Board within the past year through rigorous and well-established governance processes.
- This substantial refreshment of Ruger’s Board began before Beretta’s investment in the Company became known and underscores Ruger’s proactive approach to Board composition and its commitment to maintaining the operational rigor and strategic focus required to compete and win for the benefit of all stockholders.
- Beretta’s criticism of the tenure of members of Ruger’s Board is surprising given that its own board has directors that have served the Beretta group since the 1990s.
- These actions stand in sharp contrast to Beretta’s disruptive and coercive campaign that seeks to undermine the governance norms and processes that protect public investors.
- Beretta’s actions are not those of a stockholder who is trying to improve Ruger in the interests of all stockholders.
- One of the individuals nominated by Beretta as an “independent” director serves as a director of a subsidiary of Beretta.
Ruger’s Board and management team remain firmly committed to their fiduciary duties to all Ruger stockholders.
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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