SOUTHPORT – When is a proxy battle not a proxy battle? Just ask management of the Luxembourg gunmaker Beretta Holding S.A. as it wants to help Sturm, Ruger & Co. Inc. improves its financials.
The two gunmakers have shared sharp public comments about the latter’s future as Beretta has become the largest shareholder with 9.95% ownership and has put forth a slate of directors to get representation on the Ruger board.
“Beretta sought to buy Ruger stock at a 15% discount from Ruger in a private placement and to obtain disproportionate board representation and voting power that would give it near-veto power over important matters,” Ruger said in a March 9 statement.
Ruger went on to allege that Beretta demanded it appoint its own CEO to Ruger’s board in violation of U.S. antitrust laws.
“Ruger’s board has sought to engage constructively with Beretta and its leadership and has traveled to Europe multiple times for meetings with Beretta,” Ruger stated. “When Ruger’s board was unable to meet Beretta’s demands, Beretta’s leadership threatened to launch a “war” and nominated four directors, including one who is on the board of a Beretta subsidiary.”
In its own statement released March 10, Beretta disputed Ruger’s account of what transpired between the two companies regarding election of directors and Beretta’s intentions.
The company said it did not seek control of Ruger and that it proposed a strategic minority investment on market terms that would benefit all shareholders. However, Beretta pointed out that Ruger’s recent board changes leave the “Longstanding sphere of influence around board leadership largely intact. These directors, who have a combined 65 years of tenure, are the same individuals who oversaw the company during a period of significant underperformance, Beretta stated.
“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,” the company stated.
“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.”
As part of a defense of a potential corporate takeover by Beretta, Ruger adopted a shareholder rights plan, or poison pill,
According to Ruger, it first became aware of Beretta’s interest in Ruger on Sept. 22, 2025, when Beretta filed a Schedule 13D reporting an approximately 7.7% stake in Ruger. Beretta did not contact Ruger before or in connection with that filing. The 13D stated that Beretta had no “present intention” to take control of Ruger. In the days and weeks that followed, Ruger representatives reached out to Beretta and offered to meet with Beretta repeatedly and asked that Beretta pause its share accumulation pending discussions. Beretta refused to pause its accumulation and so, on Oct. 14, 2025, the Ruger board adopted a short-term stockholder rights plan to protect the interests of all Ruger stockholders from Beretta’s ongoing creeping takeover, according to Ruger.
On Feb. 23, 2026, Ruger announced the appointment of three new directors to its Board, following the retirement of three former board members. The company stated that Combined with the earlier appointments of CEO Todd Seyfert and industry veteran Bruce Pettet, five directors have joined the Ruger Board within the past year through rigorous and well-established governance processes
The date of Ruger’s 2026 annual meeting has not been disclosed as of March 12.
