Beretta Holding Responds to Ruger’s Blatantly False and Misleading Statements

Key Terms

poison pill financial

A poison pill is a defensive tactic a company’s board adopts to make an unwanted takeover much more costly or difficult, typically by allowing existing shareholders (but not the bidder) to buy additional shares or triggering dilution once a single buyer crosses a ownership threshold. For investors, it matters because it can protect a company’s long‑term plans and raise the price a bidder must pay, but it can also block or delay takeovers that might deliver a premium to shareholders.

confidentiality agreement regulatory

A confidentiality agreement is a legal promise that stops people from sharing sensitive business information — like financial plans, product designs, or deal terms — with others. For investors it matters because such agreements protect value during negotiations and due diligence, reduce the risk of leaks that can move a stock price, and give a clear basis for legal action if important information is exposed.

proxy statement regulatory

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

universal proxy card regulatory

A universal proxy card is a single voting ballot sent to shareholders that lists every director nominee put forward by both the existing board and any challengers, allowing investors to pick any mix of candidates they prefer. Like a combined ballot at a community election, it makes voting easier, increases individual shareholder control, and can materially change the dynamics, cost and likely outcome of contested board elections.

proxy solicitation regulatory

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

total shareholder return financial

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

beneficially owns financial

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Did Not Seek “Control” of Ruger; Proposed a Strategic Minority Investment on Market Terms that Would Benefit All Shareholders

Highlights that Ruger’s Recent Board Changes Leave the Longstanding Sphere of Influence Around Board Leadership Largely Intact

Ruger’s Attempts to Suggest Potential Regulatory and National Security Issues Are Transparent Scare Tactics Aimed to Distract from the Board’s Oversight Failures

Disappointed the Board Chose to Egregiously Breach Confidentiality Agreement with Beretta Holding Rather than Continue Private Discussions to Finalize a Strategic Collaboration

Remains Committed to Reaching a Constructive Solution that Would Help Reverse Persistent Underperformance – Underscored by the Company’s Disappointing Full-Year Results

LUXEMBOURG--(BUSINESS WIRE)-- Beretta Holding S.A. (“Beretta Holding” or “we”), a family-owned group leading the global premium light firearms, optics and ammunition industry and the largest shareholder of Sturm, Ruger & Company, Inc. (“Ruger” or the “Company”), with 9.95% ownership of the Company’s outstanding common stock, today issued the following clarification to fellow shareholders of Ruger:

1. 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.
   
   
   • All discussions with the Ruger Board of Directors (the “Board”) were conducted in confidence with the objective of reaching a negotiated settlement.
     
     
   • 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.
     
     
   • Unfortunately, we have continuously been met with opposition from the Company, which has adopted a poison pill in response to our investment, insisted that we immediately enter into unusually restrictive standstill agreements before any meaningful discussions occurred and announced a reactive Board refresh amid active negotiations.
     
     
   • In our view, this posture raises questions about the Board’s willingness to engage in good faith and suggests a preference for maintaining the status quo over meaningful shareholder engagement.
     
     
2. Despite appointing three new members to its Board, the longstanding sphere of influence around Board leadership remains largely intact, leaving the overall balance of the Board effectively the same.
   
   
   • The reality is that certain long-tenured directors continue to occupy key leadership positions on the Board. These directors, who have a combined 65 years of tenure, are the same individuals who oversaw the Company during a period of significant underperformance. Yet the recent “refresh” seemingly leaves them insulated from accountability while shareholders bear the consequences.
     
     
   • The Board has further entrenched these directors through its newly adopted retirement policy, which imposes age and tenure limits only on new directors while explicitly carving out protections for existing leadership. Under this framework, incumbent directors may remain on the Board despite having more than two decades of service.
     
     
   • This lack of accountability is particularly concerning given the Board’s compensation and track record. Between 2018 and 2025, these same directors collected more than $5.7 million in aggregate compensation while Ruger’s shares have returned -13.81%, underperforming the Russell 2000 by 71.96%.¹
     
     
   • Even after the upcoming Annual Meeting reduces the Board to nine directors, Ruger will still maintain a larger board than peer Smith & Wesson Brands Inc.’s (“Smith & Wesson”) seven-member board, despite Smith & Wesson delivering stronger financial performance. In our view, Ruger’s unnecessarily large board structure further dilutes accountability.
     
     
   • It is therefore ironic that the Board has falsely painted our efforts to increase our ownership and align ourselves with all shareholders as an attempt to take control, when the long-tenured directors have effectively maintained full boardroom control while owning such a de minimis position in the Company despite their decades-long tenure.
     
     
3. Beretta Holding has nominated a minority slate of experienced nominees that are running as independent directors, and at no time did we suggest appointing our CEO to Ruger’s Board. Any implication that Beretta Holding proposed actions that would violate applicable rules or regulations is simply false.
   
   
   • As Ruger’s largest shareholder, Beretta Holding discussed the possibility of minority board representation – hardly a disproportionate request. Any suggestion that Beretta Holding sought “control” of Ruger or proposed actions inconsistent with applicable antitrust or regulatory requirements are entirely false.
     
     
   • Our primary objective is to restore proper alignment and strengthen oversight so that Ruger can maximize long-term value for shareholders, employees and customers.
     
     
   • Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to introduce the disciplined oversight and fresh perspectives that we believe are urgently needed to help reverse shareholder value destruction and rebuild investor confidence.
     
     
   • There is absolutely no reason our independent, highly qualified nominees could not have been considered as part of Ruger’s board “refresh.”

Beretta Holding is disappointed that Ruger has elected to egregiously violate its contractual obligations under its Confidentiality Agreement with us and share confidential discussions in an underhanded, distorted attempt to discredit Beretta Holding. During these confidential discussions, we consistently sought a constructive and collaborative resolution that would have benefited all shareholders without the need for a costly and distracting contested election. We remain open to a negotiated outcome and believe such a resolution would best serve Ruger and its shareholders.

Visit www.ReloadRuger.com to learn more about our campaign and sign up to receive important updates.

About Beretta Holding S.A.
With roots dating back to 1526, Beretta Holding is a global family-owned industrial group operating through more than 50 subsidiaries and over 20 internationally recognized brands, with a strong manufacturing footprint in Europe and the United States supporting defense, law enforcement, hunting and shooting sports markets.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Beretta Holding S.A. (“Beretta Holding”) intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission (“SEC”) to be used to solicit votes for the election of Beretta Holding’s slate of highly qualified director nominees at the 2026 annual meeting of stockholders of Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”).

BERETTA HOLDING STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Beretta Holding, William F. Detwiler, Mark DeYoung, Fredrick DiSanto and Michael Christodolou.

As of the date hereof, Beretta Holding directly beneficially owns 1,587,000 shares of common stock, $1 par value per share, of the Company (the “Common Stock”). As of the date hereof, Messrs. Detwiler, DeYoung, DiSanto and Christodolou do not beneficially own any shares of Common Stock. As one of the most experienced operators in the global firearms industry, Beretta Holding’s only other interest in connection with its investment in the Company at the present is to seek to partner with the Company in order to improve performance and deliver sustainable long-term value for all shareholders, employees and customers.

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1 FactSet. Total Shareholder Return from Jan. 2, 2018 to Dec. 31, 2024.

 

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Source: Beretta Holding S.A.