Beretta Holding Responds to Ruger's Blatantly False and Misleading Statements
MWN-AI** Summary
Beretta Holding S.A., the largest shareholder of Sturm, Ruger & Company, Inc. with a 9.95% stake, has publicly responded to accusations made by Ruger concerning their strategic intentions. Beretta emphasized that its aim is not to seek control over Ruger but to propose a strategic minority investment designed to enhance shareholder value. The company criticized Ruger's recent board changes as inadequate, arguing they preserved the existing leadership's influence, which has seen poor financial performance over the years.
Beretta accused Ruger of employing scare tactics by suggesting regulatory and national security threats to distract from its oversight failures. The letter articulated disappointment at Ruger’s breach of a confidentiality agreement during discussions aimed at negotiating a potential investment that could help remedy Ruger’s declining performance—highlighted by a nearly $65 million drop in operating income over two years.
Beretta lambasted Ruger’s current board structure, highlighting that long-tenured directors, despite disappointing results, continue to hold significant power while the board size remains larger compared to peers like Smith & Wesson, which has performed better. They contended that suggestions of seeking control were unfounded and stressed the need for accountability and fresh oversight on the board.
In light of recent events, Beretta intends to prepare for a proxy solicitation to elect its independent nominees to Ruger’s board, reinforcing its commitment to fostering a collaborative and constructive dialogue. Beretta remains focused on improving Ruger’s long-term value and has expressed its willingness to negotiate terms that benefit all stakeholders involved. The situation highlights ongoing tensions between the management and significant shareholders regarding governance and performance.
MWN-AI** Analysis
In light of the ongoing tensions between Beretta Holding and Sturm, Ruger & Company, shareholders should carefully consider the implications of this dispute on investment decisions. Beretta, the largest shareholder of Ruger with nearly 10% ownership, is advocating for a strategic minority investment aimed at enhancing Ruger’s performance. Beretta argues that the persistent underperformance of Ruger, especially with an operational decline of almost $65 million over two years, needs urgent attention.
Ruger’s leadership, however, appears to be resistant to Beretta’s collaborative approach, indicating a lack of interest in constructive engagement. This resistance may suggest that the current board is more inclined to maintain the status quo than entertain significant operational changes. Investors should watch for potential ramifications stemming from this stalemate, as ongoing underperformance could lead to further disenchantment among shareholders, impacting Ruger’s stock price.
Additionally, Ruger’s reliance on established directors with a history of poor performance raises concerns about corporate governance. Without a rejuvenation in leadership and strategy, the risk of continued underperformance remains high. Beretta’s proposal for minority board representation highlights the need for enhanced oversight, yet Ruger has reacted defensively, suggesting an unwillingness to adapt in the face of shareholder scrutiny.
For investors holding shares in Ruger, it may be prudent to monitor the company’s response to Beretta’s campaign closely. Should the board continue down its current path without substantial reforms or engagement with Beretta, the potential for shareholder discontent could culminate in further declines in shareholder value. Thus, investors may want to consider either maintaining a close watch or strategically reallocating resources to mitigate risk until a clearer resolution emerges from this ongoing conflict.
**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.
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
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.
- All discussions with the Ruger Board of Directors (the “Board”) were conducted in confidence with the objective of reaching a negotiated settlement.
- 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.
- 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.
- 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.”
- 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.
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.
Visit www.ReloadRuger.com to learn more about our campaign and sign up to receive important updates.
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. As one of the most experienced operators in the global firearms industry, Beretta Holding’s only other interest in connection with its investment in the Company at the present is to seek to partner with the Company in order to improve performance and deliver sustainable long-term value for all shareholders, employees and customers.
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1 FactSet. Total Shareholder Return from Jan. 2, 2018 to Dec. 31, 2024. |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260310904616/en/
For Media :
Longacre Square Partners
beretta@longacresquare.com
For Investors :
Saratoga Proxy Consulting LLC
John Ferguson, 212-257-1311
info@saratogaproxy.com
FAQ**
How does Beretta Holding believe its proposed minority investment in Sturm Ruger & Company Inc. RGR can effectively reverse the company's current underperformance?
What specific governance changes does Beretta Holding advocate for to address the longstanding leadership issues at Sturm Ruger & Company Inc. RGR?
Can Beretta Holding elaborate on the nature of the strategic collaboration that was discussed with the Sturm Ruger & Company Inc. RGR Board before the breach of confidentiality?
How does Beretta Holding plan to counter the perception that its intentions with Sturm Ruger & Company Inc. RGR equate to an attempt for control rather than a collaborative investment?
**MWN-AI FAQ is based on asking OpenAI questions about Sturm Ruger & Company Inc. (NYSE: RGR).
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