Beretta Holding (NYSE: RGR) pushes for board change with proxy campaign

Rhea-AI Filing Summary

Beretta Holding has launched a proxy solicitation effort targeting the 2026 annual meeting of Sturm, Ruger & Company, Inc., and intends to file a preliminary proxy statement and a WHITE universal proxy card to solicit votes for its slate of director nominees. Beretta Holding posted related materials on April 6, 2026 and states a potential tender offer has not yet commenced. As disclosed, Beretta Holding directly beneficially owns 1,587,000 shares of Sturm, Ruger & Company common stock and says it seeks a partnership to improve performance and deliver long-term value for stakeholders.

Insights

Corporate Governance Analyst

Proxy push signals a targeted board-change campaign backed by a strategic industry owner.

Beretta Holding openly plans a proxy solicitation using a WHITE universal proxy card to seek election of its director slate at the 2026 annual meeting. The group disclosed ownership of 1,587,000 shares, indicating a meaningful stake to support a solicitation.

Execution hinges on forthcoming filings and any tender offer; timing and cash‑flow treatment are not stated. Subsequent SEC filings (proxy statement, any tender offer materials) will provide concrete terms and voting guidance.

Key Figures

Beneficial ownership: 1,587,000 shares

1 metrics

Beneficial ownership 1,587,000 shares Beretta Holding directly beneficially owns these shares as disclosed in the proxy notice

Key Terms

WHITE universal proxy card, tender offer, proxy solicitation

3 terms

WHITE universal proxy card regulatory

"file a preliminary proxy statement and accompanying WHITE universal proxy card"

tender offer financial

"The potential tender offer described above has not yet commenced"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

proxy solicitation regulatory

"the participants in this proxy solicitation will provide copies of the proxy statement"

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.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☐

Filed by a Party other than the Registrant ☒

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☒ Soliciting Material Under § 240.14a-12

STURM, RUGER & COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

BERETTA HOLDING S.A.

MICHAEL CHRISTODOLOU

WILLIAM F. DETWILER

MARK W. DEYOUNG

FREDRICK DISANTO

(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Beretta Holding S.A. (“Beretta Holding”), together with the other participants named herein, 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 director nominees at the 2026 annual meeting of stockholders (the “Annual Meeting”) of Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”).

On April 6, 2026, Beretta Holding posted the following material to www.ReloadRuger.com:

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

The potential tender offer described above has not yet commenced. This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell shares of common stock, $1 par value per share (the “Common Stock”), of Sturm, Ruger & Company, Inc., a Delaware corporation (the “Company”). If the tender offer is commenced, Beretta Holding S.A. (“Beretta Holding”) and/or one or more affiliates thereof will file a tender offer statement and related materials with the Securities and Exchange Commission (the “SEC”), and the Company will file a solicitation/recommendation statement with respect to such tender offer with the SEC.

STOCKHOLDERS OF THE COMPANY ARE STRONGLY ADVISED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT (INCLUDING THE RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, IF THE TENDER OFFER IS COMMENCED, THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED BY BERETTA HOLDING WITH THE SEC WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY FREE OF CHARGE FROM THE INFORMATION AGENT FOR THE TENDER OFFER.

Beretta Holding intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the 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 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.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

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. 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 stockholders, employees and customers.

FAQ

What is Beretta Holding seeking in its proxy campaign for RGR?

Beretta Holding is seeking election of its slate of director nominees using a WHITE universal proxy card. The filing says the group will solicit votes at the 2026 annual meeting and urges stockholders to read the proxy materials when available.

How many Sturm, Ruger (RGR) shares does Beretta Holding own?

Beretta Holding directly beneficially owns 1,587,000 shares of Sturm, Ruger common stock. The proxy disclosure lists this stake as of the date of the filing and names the anticipated participants in the solicitation.

Has Beretta Holding launched a tender offer for RGR shares?

No; the disclosure states the potential tender offer has not yet commenced. If a tender offer is launched, related SEC tender offer and solicitation materials will be filed and made available to stockholders.

Where can RGR stockholders find the proxy and tender offer materials?

When filed, proxy and tender offer materials will be available free on the SEC website at www.sec.gov. The participants also say they will provide copies without charge upon request through their proxy solicitor.