The Sturm, Ruger & Company, Inc. (Ruger) Board of Directors has approved the adoption of a limited-duration stockholder rights plan (Rights Plan). The Rights Plan is effective October 14, 2025, and will expire on October 13, 2026.

The Board, in consultation with its advisors, said it adopted the Rights Plan in response to a public announcement by Luxembourg-based Beretta Holding S.A. that it had accumulated a significant economic interest in Ruger’s common stock and intends to engage in discussions with Ruger regarding “potential areas of operational and strategic collaborations.” In its filings of its RGR holdings, Beretta simply said the Ruger shares “represent an attractive investment opportunity within the industry.”

Ruger said the Rights Plan is intended to “ensure that the Board remains in the best position to perform its fiduciary duties and to enable all stockholders to receive fair and equal treatment. It is also reportedly designed to allow all stockholders to realize the long-term value of their investment by reducing the likelihood that Beretta would gain control through open market accumulation or other coercive tactics without appropriately compensating the company’s stockholders or allowing the Board sufficient time to make informed judgments.”

The shares purchased by Beretta were purchased with working capital, according to an October 2, 2025, amended filing with the SEC. The aggregate purchase price of the 1,454,900 RGR shares, beneficially owned by Beretta, is approximately $54.8 million, including brokerage commissions.

The Rights Plan is described as a “temporary measure to give the Board time to understand Beretta’s intentions and evaluate options.”

In adopting the Rights Plan, the Board said it considered, among other things, that:

  • Beretta filed its Schedule 13D on September 22, 2025, announcing a 7.7 percent ownership interest in Ruger without providing prior notice to the company or engaging in any discussions with it.
  • On October 2, 2025, Beretta filed an amendment to its Schedule 13D disclosing a 9.0 percent ownership stake in Ruger.
  • Beretta refused to enter into a customary confidentiality and standstill agreement to facilitate discussions.
  • The company has tried to engage with Beretta since filing its initial Schedule 13D to learn more about Beretta’s plans and intentions, without success.
  • Beretta has provided no specifics on the “potential areas of operational and strategic collaborations” it would like to discuss.
  • On October 10, 2025, Beretta informed the Board, in a letter, that it would not, under any circumstances, sign a standstill agreement, among other matters.

“In light of the potential for Beretta to significantly increase its position in Ruger, the Board determined that adopting the Rights Plan is prudent to fulfill its fiduciary duties to all stockholders,” commented John Cosentino, Jr., Chairman of the Board, Sturm, Ruger & Company, Inc. ” Ruger looks forward to meeting with Beretta, a leader in the industry, and learning more about what operational and strategic collaborations they have in mind. We are open to any ideas for lasting value creation. Our Board and management team remain committed to providing quality and innovative firearms and delivering long-term value to our stockholders.”

About the Rights Plan
The Rights Plan is similar to plans adopted by other publicly traded companies. It applies equally to all current and future stockholders and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interests of the company’s stockholders. The Rights Plan is designed to deter the acquisition of actual, de facto or negative control of the company by any person or group without appropriately compensating its stockholders for that control.

Under the Rights Plan, the company revealed that it is issuing one right for each share of common stock. The rights will initially trade with company common stock and will generally become exercisable only if any person or group acquires 10.0 percent or more of the company’s outstanding common stock, called the “triggering percentage.” Passive institutional investors are exempted from the Rights Plan. The Rights Plan does not limit any stockholder’s ability to conduct or otherwise support a solicitation in connection with a meeting of stockholders. If the rights become exercisable, all holders of rights (other than the person or group triggering the Rights Plan, whose rights would become void) will be entitled to acquire shares of common stock at a 50 percent discount to the then-current market price, or the company may exchange each right held by such holders for one share of common stock.

Under the Rights Plan, any stockholder that owns more than the triggering percentage may continue to own its shares of common stock, but the rights will become exercisable if such stockholder subsequently increases its ownership by one or more shares. The company said the Rights Plan does not contain any dead-hand, slow-hand, no-hand, or similar feature that limits a future Board of Directors’ ability to redeem the rights.

Further details about the Rights Plan are contained in a Form 8-K filed on October 14 by the company with the Securities and Exchange Commission (SEC).

SEC filing documents can be found here.

RW Baird & Co. is acting as financial advisor to Ruger, and White & Case LLP is acting as legal advisor.

Image courtesy Sturm, Ruger & Company, Inc.