Sturm, Ruger & Company Inc. entered a strategic cooperation agreement with Beretta Holding S.A., the company’s largest shareholder, that enables Beretta to nominate up to two independent board members and increase its ownership stake in Ruger to 25 percent.
Ruger and Beretta said the agreement “reflects a shared commitment to long-term value creation, constructive engagement, and stability for Ruger’s shareholders, employees, customers and industry partners.”
The agreement comes after Italy-based Beretta had acquired a 9.95 percent stake in Ruger last year, leading Ruger to adopt a shareholder-rights plan, or poison pill, last fall and ultimately charging that Beretta was contemplating a hostile takeover.
In February, Beretta said it had nominated a slate of four director candidates for election to Ruger’s board. In late March, Beretta revealed that it had made an offer to acquire up to 20.05 percent of Ruger’s outstanding shares at a premium, but said Ruger denied Beretta’s request for an exemption from the poison pill shareholder rights plan as part of a proposal. Beretta’s interest in Ruger is reportedly designed to better compete in the U.S. against Smith & Wesson.
Under the terms of the strategic cooperation agreement, Beretta will be able to increase its investment in Ruger to up to 25 percent of the company’s outstanding shares at a minimum partial tender offer price of $44.80 per share in cash, representing an approximately 20 percent premium to Ruger’s 60-day volume-weighted average share price prior to Beretta’s tender offer announcement.
The tender offer has not yet commenced and will be subject to applicable regulatory approvals.
In connection with this increased investment, Beretta 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 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 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).
Additionally, Beretta 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.
Ruger said 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.”
Ruger said the agreement “is positive for Ruger and its shareholders and enables Ruger and Beretta to explore avenues for commercial cooperation in a manner that complies with all applicable laws. Importantly, Ruger will remain an independent U.S. public company – preserving its brand, heritage and strategic direction – while benefiting from Beretta Holding’s admirable legacy and global industry leadership.”
John Cosentino, chairman of the Board of Ruger, said, “This agreement is strategically valuable and will benefit all Ruger stakeholders. As a Board, our responsibility and duty is to act in the best interests of all shareholders. This agreement provides stability, avoids further expense and distraction, and creates a framework for productive engagement with Beretta Holding while preserving Ruger’s independence and governance standards.”
Dott. Pietro Gussalli Beretta, chairman and CEO of Beretta, stated, “We are pleased to have reached this Agreement with Ruger. This cooperation is fully aligned with the Group’s strategy to further strengthen our presence in the United States, a key market where we have been active for several decades, and it reflects our commitment to continued long‑term development.. We are eager to work with the company toward our shared goal of strengthening execution and positioning Ruger for value creation.”
Ruger, based in Mayodan, NC, owns the Ruger, Marlin and Glenfield firearm brands. Beretta’s portfolio of brands include A. Uberti, Benelli, Beretta, Burris, Chapuis Armes, Franchi, Geco, Hausken, Holland & Holland, MFS, Norma, Rottweil, RWS, Sako, Serbal de Los Cazadores, Steiner, Stoeger, SwissP, and Tikka.
Shares of Ruger were down in mid-day trading Monday by 81 cents, or 1.9 percent, to $42.35. The stock started the year at $32.65.
