MAYODAN, N.C.— Sturm, Ruger & Company Inc., which is headquartered in Southport, on May 4 announced that it has entered a strategic cooperation agreement with Beretta Holding S.A., the gunmaker’s largest shareholder. The pact staves off a prolonged potential proxy contest at Ruger’s next annual shareholder meeting.
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 3-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Additionally, Beretta Holding has withdrawn its director nominations for the 2026 annual meeting and only Ruger board-recommended candidates will be up for election at the meeting.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.
“This agreement is strategically valuable and will benefit all Ruger stakeholders,” said Ruger Board Chair John Cosentino. “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.”
The agreement enables Ruger and Beretta Holding to explore avenues for commercial cooperation.
“We are pleased to have reached this agreement with Ruger,” Pietro Gussalli Beretta, chair and CEO of Beretta Holding. “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.”
The two gunmakers engaged in a war of words earlier this year when Beretta become the largest Ruger shareholder with 9.95% ownership and had put forth a slate of directors to get representation on the Ruger board. Additionally, Ruger claimed that Beretta demanded it appoint its own CEO to Ruger’s board in violation of U.S. antitrust laws.
