Corporate Drama: Ruger V Beretta

While I typically avoid covering drama in the firearms world, this one's a bit interesting because you know there has to be massive teams of lawyers going over everything before a move is made and yet somehow things still seem questionable. Personally I'm rather neutral on the matter. I have no interest in the American company who gave a handgun a name tied to publicly unmentionable anatomy (pronouce the acronym "RXM") other than hoping the United States can keep at least a couple of our larger brands American. As far as Beretta, my only concern is based on their track record of taking over companies. We saw Norma Ammunition go from world class to scarce and questionable after Beretta took over, but as I don't have all the facts any correlation could be misleading.

As a consumer who has read through both statements it reminds me a bit of the bickering and name calling we see in political debates. They can't both be right, so one of them is lying to us and until we know which one that makes me unfortunately doubt both.

Today on The Shooting Wire both companies released a statement.

From Ruger:

"Ruger Sets the Record Straight on Competitor Beretta's Attempt to Seize Control of Ruger

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

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."

Read More HERE

From Beretta:

Beretta Holding Responds to Ruger's Blatantly False and Misleading Statements

"Did Not Seek “Control” of Ruger; Proposed a Strategic Minority Investment on Market Terms that Would Benefit All Shareholders

Highlights that Ruger’s Recent Board Changes Leave the Longstanding Sphere of Influence Around Board Leadership Largely Intact

Ruger’s Attempts to Suggest Potential Regulatory and National Security Issues Are Transparent Scare Tactics Aimed to Distract from the Board’s Oversight Failures

Disappointed the Board Chose to Egregiously Breach Confidentiality Agreement with Beretta Holding Rather than Continue Private Discussions to Finalize a Strategic Collaboration

Remains Committed to Reaching a Constructive Solution that Would Help Reverse Persistent Underperformance – Underscored by the Company’s Disappointing Full-Year Results

LUXEMBOURG – Beretta Holding S.A. ("Beretta Holding" or "we"), a family-owned group leading the global premium light firearms, optics and ammunition industry and the largest shareholder of Sturm, Ruger & Company, Inc. ("Ruger" or the "Company"), with 9.95% ownership of the Company's outstanding common stock, today issued the following clarification to fellow shareholders of Ruger:

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 (the "Board") 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 $65 million over the last two years, from $52 million in 2023 to an operating loss of $12 million 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.

Despite appointing three new members to its Board, the longstanding sphere of influence around Board leadership remains largely intact, leaving the overall balance of the Board effectively the same.

The reality is that certain long-tenured directors continue to occupy key leadership positions on the Board. These directors, who have a combined 65 years of tenure, are the same individuals who oversaw the Company during a period of significant underperformance. Yet the recent "refresh" seemingly leaves them insulated from accountability while shareholders bear the consequences.

The Board has further entrenched these directors through its newly adopted retirement policy, which imposes age and tenure limits only on new directors while explicitly carving out protections for existing leadership. Under this framework, incumbent directors may remain on the Board despite having more than two decades of service.

This lack of accountability is particularly concerning given the Board's compensation and track record. Between 2018 and 2025, these same directors collected more than $5.7 million in aggregate compensation while Ruger's shares have returned -13.81%, underperforming the Russell 2000 by 71.96%.1

Even after the upcoming Annual Meeting reduces the Board to nine directors, Ruger will still maintain a larger board than peer Smith & Wesson Brands Inc.'s ("Smith & Wesson") seven-member board, despite Smith & Wesson delivering stronger financial performance. In our view, Ruger's unnecessarily large board structure further dilutes accountability.

It is therefore ironic that the Board has falsely painted our efforts to increase our ownership and align ourselves with all shareholders as an attempt to take control, when the long-tenured directors have effectively maintained full boardroom control while owning such a de minimis position in the Company despite their decades-long tenure.

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.

As Ruger's largest shareholder, Beretta Holding discussed the possibility of minority board representation – hardly a disproportionate request. Any suggestion that Beretta Holding sought "control" of Ruger or proposed actions inconsistent with applicable antitrust or regulatory requirements are entirely false.

Our primary objective is to restore proper alignment and strengthen oversight so that Ruger can maximize long-term value for shareholders, employees and customers.

Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to introduce the disciplined oversight and fresh perspectives that we believe are urgently needed to help reverse shareholder value destruction and rebuild investor confidence.

There is absolutely no reason our independent, highly qualified nominees could not have been considered as part of Ruger's board "refresh."

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."

Read More HERE