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Beretta Holding Nominates Four Highly Qualified, Independent Director Candidates to Ruger Board of Directors

MWN-AI** Summary

Beretta Holding S.A., a prominent player in the global firearms industry and the largest shareholder of Sturm, Ruger & Company, Inc., has announced its nomination of four independent director candidates to the Ruger Board of Directors for the upcoming 2026 Annual Meeting. Holding a significant 9.95% ownership in Ruger, Beretta expressed concerns over Ruger's recent board refreshment process, which they deemed inadequate and primarily cosmetic, lacking necessary governance reforms to create sustained shareholder value.

In their statement, Beretta emphasized the erosion of shareholder value at Ruger, citing issues such as margin compression, misalignment of interests, ineffective capital allocation, and strategic failures. They criticized the current board for its minimal shareholding, indicative of a disconnect between the board’s incentives and the long-term interests of shareholders. This has reportedly led to a decline in net income by over 90%, and Ruger’s shares significantly underperforming comparative industry benchmarks over the past decade.

The nominees proposed by Beretta boast extensive backgrounds in capital allocation, corporate governance, and the firearms industry. Among them are Michael Christodolou, a 35-year capital markets veteran, William F. Detwiler, an experienced investment manager and corporate attorney, Mark W. DeYoung, a former CEO with significant firearms industry experience, and Fredrick DiSanto, a capital allocation expert and former banking executive. Beretta asserts that electing these candidates is essential for enhancing governance, restoring accountability, and ultimately driving long-term shareholder value.

As Beretta positions itself not as an adversarial force but rather as a collaborative partner focused on improvement, the upcoming shareholder votes could significantly shape Ruger’s governance landscape and future strategic direction.

MWN-AI** Analysis

The nomination of four independent director candidates by Beretta Holding for the Ruger Board of Directors signifies a pivotal moment for the company and its shareholders. With Beretta holding 9.95% of Ruger’s outstanding stock, their push for boardroom change reflects deep concerns over the company's governance and performance, particularly in light of the observed share underperformance compared to peers like Smith & Wesson.

Investors should acknowledge that the governance issues highlighted by Beretta—such as inadequate board refreshment and a lack of meaningful shareholder alignment—may suggest broader systemic problems within Ruger. The fact that incumbent directors possess minimal ownership stakes raises red flags regarding their incentives and commitment to shareholder value creation.

Beretta’s nominees bring substantial industry and financial acumen, which could potentially revitalize Ruger’s strategic direction. This shift is crucial, as sustained earnings decline and margin compression have adversely impacted long-term shareholder returns. The newly proposed board members, with their diverse backgrounds in capital allocation and corporate governance, could effectively address the strategic missteps and misalignment of interests that have plagued Ruger.

From a market perspective, shareholders may benefit from this impending board election as it could result in a robust governance framework that prioritizes accountability and strategic oversight. Investors should monitor the developments closely, particularly the response from incumbent directors and Ruger's management team.

In conclusion, proactive engagement by Beretta may pave the way toward restoring investor confidence and enhancing Ruger’s competitive standing. Investors would be prudent to evaluate potential changes in Ruger’s leadership with an eye toward improving operational effectiveness and, subsequently, share price recovery. A rethink of governance aligned with shareholder interests could transform Ruger’s stagnant performance trajectory into renewed growth potential.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Business Wire

Highlights That Ruger’s Recent Reactive and Inadequate Board Self-Refreshment Leaves Entrenched Leadership and Governance Failures Unaddressed

Details Sustained Shareholder Value Destruction Driven by Margin Compression, Alarming Misalignment of Interests, Ineffective Capital Allocation and Strategic Missteps

Nominates Highly Qualified and Independent Director Candidates with Proven Capital Allocation, Operating, Industry, and Corporate Governance Expertise to Help Restore Accountability and Maximize Shareholder Value

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 announced it has nominated a slate of four highly qualified, independent director candidates for election to the Company’s Board of Directors (the “Board”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). To receive important updates, visit www.ReloadRuger.com .

Beretta Holding issued the following statement:

“Beretta Holding is the largest shareholder of Ruger and one of the most experienced operators in the global firearms industry. For more than five centuries, we have navigated demand cycles, regulatory changes and technological disruption while building durable, profitable businesses grounded in disciplined leadership, continuous innovation, high-quality products and modern manufacturing – all underpinned by a governance culture grounded in accountability and long-term stewardship. We invested in Ruger because we believe in the strength of its storied American brand, meaningful assets and deeply loyal customer base. We did not invest to be adversarial. From the outset, our goal 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. We have also been clear about our desire to increase our ownership stake to further align on paths to value creation that benefit all shareholders.

Ruger recently announced a board refresh as a fait accompli. As Ruger’s largest shareholder, we would have expected to have had meaningful dialogue with Ruger prior to such announcement. We are concerned that the newly appointed directors not only lack any public company experience, but also lack the necessary capital markets and capital allocation expertise to address the underlying causes of Ruger’s sustained underperformance. In our view, this so-called refreshment is largely cosmetic and is structured to protect the interests of incumbent directors. As a result, it falls short of delivering the substantive change needed to strengthen accountability and drive long-term shareholder value.

Despite having lengthy tenures, the remaining incumbent directors collectively have de minimis shareholdings in the Company – approximately 1.0% ownership over their 65+ years of collective service – leading us to question whether they are more interested in defending their gratuitous all-cash retainers than in creating value for shareholders. 1 Rather than demonstrating meaningful alignment with shareholders, insiders have, in the aggregate, been net sellers of Ruger stock, raising serious questions about whether the Board’s incentives are aligned with long-term value creation. 2

The consequences of these issues are tangible. Despite operating in the same macroeconomic and regulatory environment as its peers – and during one of the most favorable demand environments in the Company’s history – Ruger has consistently lagged the firearms industry, delivered negative long-term shareholder returns and experienced sustained earnings and margin compression. Notably, net income has declined by more than 90% from its peak and now sits at its lowest level in a decade, reflecting a failure to translate opportunity into durable value creation. Ruger’s shares have also severely underperformed peers and relevant benchmarks over the past decade. In fact, the Company has lagged its closest public competitor, Smith & Wesson Brands, Inc., by -57.1% and the Russell 2000 by -81.5% over the last three years. 3

After careful consideration, we now believe the only remaining path forward for shareholders is to seek meaningful boardroom change at the upcoming Annual Meeting . That is why we have made the decision to nominate four highly qualified, independent director candidates for election to the Board.

For too long, Ruger’s Board has prioritized its own interests and self-preservation over accountability to the Company’s owners, the shareholders. The Board has a fiduciary duty to prioritize shareholder interests, yet the current Board’s actions have too often insulated incumbents. We believe shareholder-appointed directors are absolutely necessary to restore proper alignment, strengthen oversight and ensure that Ruger is operated with a singular focus on maximizing long-term value for shareholders, employees and customers. Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to step into the boardroom to introduce the disciplined oversight and fresh perspectives necessary to reverse value destruction and rebuild investor confidence.”

Director Candidate Biographies

Michael Christodolou

Mr. Christodolou is a financial and capital markets expert and public company director with 35+ years of expertise in corporate strategy, capital allocation, M&A and corporate governance.

  • Mr. Christodolou is the Manager of Inwood Capital Management, LLC, an investment firm he founded in 2000.
  • Prior to founding Inwood Capital Management, Mr. Christodolou spent his early career at Bass Brothers/Taylor & Company, an investment firm associated with the Bass family, where he led numerous constructive activist investment initiatives.
  • Mr. Christodolou serves on the boards of directors at Lindsay Corporation (NYSE: LNN), where he served as Chairman from 2003-2015, and at NETSTREIT (NYSE: NTST).
  • He also previously served on the boards of directors of the following public companies: Omega Protein Corporation until its acquisition in 2017, Farmland Partners Inc. (NYSE: FPI), and XTRA Corporation until it was acquired by Berkshire Hathaway Inc. in 2001.

William F. Detwiler

Mr. Detwiler is an experienced investment manager and corporate attorney with three decades of expertise in capital allocation, M&A, capital markets and accounting.

  • Mr. Detwiler currently serves as co-founder and Managing Partner of Fernbrook Capital Management, an investment firm.
  • Previously, Mr. Detwiler was a Managing Director at GLC Advisors & Co., an investment banking firm, and prior to that, he served as Chief Investment Officer of United Safety Ltd., a global provider of industrial safety services.
  • Earlier in his career, Mr. Detwiler co-founded Watch Hill Partners and Three Ocean Partners, where he led the principal investing platforms across both firms. Prior to starting Watch Hill, Mr. Detwiler was an M&A attorney and a law clerk for United States District Judge Malcolm Muir of the United States District Court for the Middle District of Pennsylvania.
  • Mr. Detwiler began his career at Pricewaterhouse Coopers. He holds a M.S. degree in accounting as well as a J.D. from Villanova University School of Law. Mr. Detwiler remains a member of the New York State Bar Association.

Mark W. DeYoung

Mr. DeYoung is a seasoned and capable firearms and outdoor industry executive with expertise in operations, finance, sales & marketing, M&A and corporate governance.

  • Mr. DeYoung was formerly Chairman and CEO of Vista Outdoor Inc. (formerly NYSE: VSTO), a leading global designer, manufacturer and marketer in shooting sports and outdoor products.
  • Prior to Vista Outdoor, DeYoung was President and CEO of Alliant Techsystems Inc. (formerly NYSE: ATK), an aerospace and defense products, and commercial arms and ammo producer.
  • Mr. DeYoung has led diverse companies and advised and led M&A transactions across the firearms industry, including creating Vista Outdoor Inc. via spin-off from Alliant Techsystems.
  • Mr. DeYoung served on the boards of directors of Vista Outdoor Inc. and Orbital ATK Inc. (n/k/a Northrop Grumman Innovation Systems).

Fredrick DiSanto

Mr. DiSanto is an experienced senior executive and investment management expert with deep expertise in capital allocation, corporate finance, M&A and corporate governance.

  • Mr. DiSanto currently serves as the Chairman and CEO of Ancora Holdings Group, a private wealth advisor and institutional asset manager.
  • Prior to his role at Ancora Holdings Group, Mr. DiSanto was CEO of Regional Brands Inc. (OTC: RGBD). Earlier in his career, Mr. DiSanto served as Executive Vice President and Manager of Fifth Third Bank’s Investment Advisors Division (NASDAQ: FITB), President and COO of Maxus Investment Group and Managing Partner at Gelfand Partners Asset Management.
  • Mr. DiSanto has served as a director at several manufacturing companies including as Chair of the Compensation Committee at The Eastern Company (NASDAQ: EML) and as a member of the board at Ampco-Pittsburgh Corporation (NYSE: AP).
  • Mr. DiSanto also served as a director at Regional Brands Inc. and Alithya Group Inc. (OTCMKTS: ALYAF) and as Chair of Case Western Reserve University’s Board of Trustees.

About Beretta Holding S.A.

With roots dating back to 1526 , Beretta Holding is a global family-owned industrial group operating through more than 50 subsidiaries and over 20 internationally recognized brands , with a strong manufacturing footprint in Europe and the United States supporting defense, law enforcement, hunting and shooting sports markets.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Beretta Holding S.A. (“Beretta Holding”) intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Beretta Holding’s slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”).

BERETTA HOLDING STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV . IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Beretta Holding, William F. Detwiler, Mark DeYoung, Fredrick DiSanto and Michael Christodolou.

As of the date hereof, Beretta Holding directly beneficially owns 1,587,000 shares of common stock, $1 par value per share, of the Company (the “Common Stock”). As of the date hereof, Messrs. Detwiler, DeYoung, DiSanto and Christodolou do not beneficially own any shares of Common Stock.

_________________________
1 Ruger 2025 Proxy Statement. Remaining incumbent directors include John A. Cosentino, Jr., Amir P. Rosenthal, Phillip C. Widman, Terrence G. O’Connor and Todd W. Seyfert.
2 Capital IQ. Public ownership filings.
3 FactSet. As of February 24, 2026.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260226213048/en/

For Media :
Longacre Square Partners
beretta@longacresquare.com

For Investors :
Saratoga Proxy Consulting LLC
John Ferguson, 212-257-1311
info@saratogaproxy.com

FAQ**

What specific strategies will Beretta Holding implement to address the capital allocation and governance concerns highlighted in relation to Regional Brands Inc. (RGBD) and improve shareholder value at Ruger?

Beretta Holding will enhance shareholder value at Ruger by strategically reallocating capital towards high-growth opportunities, improving governance through clearer decision-making processes, and increasing transparency to build investor confidence in RGBD's performance.

How does Beretta Holding's extensive history in the firearms industry, including insights gained from Regional Brands Inc. (RGBD), inform its approach to enhancing Ruger's board effectiveness and accountability?

Beretta Holding leverages its rich firearms industry experience and insights from Regional Brands Inc. to refine Ruger's board effectiveness and accountability by implementing best practices, fostering innovation, and promoting strategic oversight rooted in historical expertise.

In what ways do the qualifications of your nominated director candidates uniquely position them to leverage their experience from companies like Regional Brands Inc. (RGBD) to drive growth and profitability at Ruger?

The nominated director candidates possess extensive expertise in strategic expansion, operational efficiency, and market adaptability gained at Regional Brands Inc. (RGBD), enabling them to enhance Ruger's growth trajectory and profitability through innovative best practices and industry insights.

What lessons learned from past experiences, particularly regarding governance and performance at Regional Brands Inc. (RGBD), does Beretta Holding intend to apply to its strategic vision for Sturm, Ruger & Company, Inc.?

Beretta Holding aims to apply lessons from RGBD’s governance issues and performance challenges to enhance transparency, accountability, and strategic alignment in its vision for Sturm, Ruger & Company, Inc., ensuring robust operational success and stakeholder trust.

4. What criteria did Beretta Holding use to select the director candidates for Sturm Ruger & Company Inc. RGR, and how do their backgrounds align with the company's needs?

Beretta Holding selected director candidates for Sturm Ruger based on their expertise in firearms, manufacturing, and strategic leadership, ensuring they align with the company's focus on innovation, market expansion, and regulatory compliance in the firearms industry.

**MWN-AI FAQ is based on asking OpenAI questions about NetSTREIT Corp. (NYSE: NTST).

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