Ruger
Ends shootout with Beretta
December 4, 2025
Beretta bought just under 10% of RGR worth ~$60 million and filed a 13D in which they advocate for a strategic review. Implicitly, Beretta appears eager to buy RGR. Earlier this quarter, RGR adopted a poison pill to prevent Beretta from adding to their stake. RGR had offered Beretta a standstill agreement which Beretta declined. Beretta could pay ~$50 per share for RGR within the next year.
May 4, 2026
Ruger and Beretta Agreement
Agreement Reflects Mutual Commitment to Long-Term Value Creation & Stability
Ruger to Increase Beretta Holding Ownership Cap to 25% of the Company
Ruger to Grant Beretta Holding the Ability to Nominate Up to Two Independent Board Members
Sturm, Ruger & Company, Inc. (NYSE-RGR) ("Ruger" or the "Company") today announced that it has entered a Strategic Cooperation Agreement ("Agreement") with Beretta Holding S.A. ("Beretta Holding"), the Company's largest shareholder. The Agreement reflects a shared commitment to long-term value creation, constructive engagement, and stability for Ruger's shareholders, employees, customers and industry partners.
Under the terms of the Agreement, Ruger is expected to allow Beretta Holding to increase its investment to up to 25% of the Company's outstanding shares. The minimum partial tender offer price shall be $44.80 per share in cash – which represents a ~20% premium to the Company's 60-day volume-weighted average share price prior to Beretta Holding's tender offer announcement. Such tender offer has not yet commenced and will be subject to applicable regulatory approvals.
In connection with this increased investment, Beretta Holding will have the right to nominate up to two independent directors following the 2026 Annual Meeting of Shareholders and regulatory approval. At that time, the Company will temporarily expand the Board. The nominees will be subject to Ruger's Nominating and Governance Committee process and qualification criteria.
As part of the agreement, Beretta Holding has committed to a three-year standstill, during which it will not, among other things, initiate or support any proxy contest or similar action. Over that period, Beretta Holding will also vote its shares in alignment with the Ruger Board's recommendations on all matters (except in cases where leading independent proxy advisory firms, ISS or Glass Lewis, issue an adverse recommendation or in certain extraordinary transactions not involving Beretta Holding).
Additionally, Beretta Holding has withdrawn its director nominations for the 2026 Annual Meeting of Shareholders and only Ruger Board-recommended candidates will be up for election at the meeting.
These provisions, together with other provisions in the Agreement, are designed to safeguard Ruger's independence and stability while increasing alignment of Beretta Holding with all shareholder interests.