FAIRFIELD – The Southport-based gunmaker Sturm, Ruger & Co. Board of Directors on Oct. 14 adopted a limited-duration stockholder rights plan that will expire on Oct. 13, 2026 to ward off a takeover by Beretta Holding S.A.
The board, in consultation with its advisors, adopted the rights plan in response to the public announcement by Beretta Holding that it had accumulated a significant economic interest in Ruger’s common stock and intends to engage in discussions with the company regarding “potential areas of operational and strategic collaborations.”
“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,” said board Chair John Cosentino Jr. “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.”
The rights plan is intended to ensure the Sturm Ruger board remains in the best position to perform its fiduciary duties and to enable all stockholders to receive fair and equal treatment, the company said in a statement. It is also 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.
In adopting the rights plan, the Sturm Ruger board considered, among other things, that:
- Beretta filed their Schedule 13D on Sept. 22, 2025 announcing a 7.7% ownership interest in Ruger without providing prior notification to the company or attempting to engage in any discussions with the company.
- On Oct. 2, 2025, Beretta filed an amendment to its Schedule 13D disclosing a 9.0% 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 the filing of its initial Schedule 13D to learn more about Beretta’s plans and intentions without success. (Beretta has provided no specifics as to what “potential areas of operational and strategic collaborations” it would like to discuss)
- On Oct. 10, 2025, Beretta informed the board via a letter that it would not, under any circumstances, sign a standstill agreement, among other matters.
Pursuant to the rights rlan, Sturm Ruger 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% or more of the company’s outstanding common stock.
RW Baird & Co. is acting as financial advisor to Ruger and White & Case LLP is acting as legal advisor.
