Beretta Holding (RGR) Files Proxy Bid to Elect Four Directors at Ruger
Rhea-AI Filing Summary
Beretta Holding S.A. has announced a proxy campaign seeking to elect four director nominees to the Sturm, Ruger & Company board and will file a preliminary proxy statement and a WHITE universal proxy card. The statement, sent to shareholders on March 19, 2026, cites 9.95% ownership and states Beretta Holding directly beneficially owns 1,587,000 shares.
The filing urges shareholders to read forthcoming proxy materials and provides contact information and a campaign website, www.ReloadRuger.com.
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Insights
Beretta Holding launches a targeted proxy solicitation to replace directors ahead of the 2026 annual meeting.
Beretta Holding states it holds 9.95% of the company's common stock and directly beneficially owns 1,587,000 shares. The group will file a preliminary proxy statement and a WHITE universal proxy card to nominate four independent directors; timing is anchored to the 2026 annual meeting.
The campaign materials allege oversight failures and operational underperformance; subsequent filings will detail nominees and solicitation mechanics. Cash‑flow treatment and voting logistics are not disclosed in the provided excerpt.
This is an active shareholder contest emphasizing board composition and operational turnaround.
The participants list includes Beretta Holding plus four named individuals; the excerpt repeats the solicitation notice and directs shareholders to read the proxy materials when filed. The proxy solicitor contacts are provided for distribution requests.
Key items to watch in upcoming filings are the formal proxy statement, nominee biographies, and any dissident or company responses; timing and vote‑solicitation methods will appear in subsequent SEC filings.
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”).
Item 1: On March 19, 2026, Beretta Holding sent a letter to stockholders of the Company, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 2: Also on March 19, 2026, Beretta Holding issued the following press release:
Beretta Holding
Sends Letter to Ruger Shareholders Highlighting the
Urgent Need for Boardroom Change
Details the Current Board’s Fundamental Failure of Oversight Amid Sustained Share Price Underperformance, Operational Deterioration and Significant Strategic Gaps
Underscores Board’s Lack of Alignment with Shareholders and De Minimis Ownership Stakes Despite Decades-Long Tenures
Contends Shareholder-Driven Change Is Needed to Reload Ruger
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 sent a letter to Ruger shareholders detailing the urgent need for Board change at the Company in order to restore value for all shareholders.
The letter highlights three key areas that Beretta Holding believes have led to the destruction of substantial shareholder value under the oversight of the Ruger Board:
| 1. | Sustained Share Price Underperformance: Despite operating in the same macroeconomic and regulatory environment as its peers, and during one of the most favorable demand environments in the Company’s history, Ruger has consistently trailed its closest public peer (Smith & Wesson Brands, Inc.) and the broader market, delivering disappointing returns to shareholders.1 |
| 2. | Rapid Operational Deterioration: Since 2021, the Company has faced sharp declines in key financial and operational metrics, experiencing 23% gross margin compression, 30% operating margin compression, and 103% net income decline. This sustained margin erosion raises serious questions about management’s ability to control costs, maintain manufacturing efficiency and scale operations effectively.2 |
| 3. | Significant Lack of Alignment: Certain long-tenured directors, who collectively possess 65 years of tenure and who have overseen the period during which Ruger significantly lagged its closest competitor and the broader market, own only about 1% of shares, giving them limited personal financial exposure to the Company’s performance. |
1 Bloomberg, Total Shareholder Return as of March 10, 2026.
2 Public filings.
In the letter, Beretta Holding reminds shareholders of the opportunity they will have to elect four independent director candidates nominated by Beretta Holding at the upcoming 2026 Annual Meeting of Shareholders. Beretta Holding’s nominees possess the relevant skills and experience needed to help restore operational performance and strengthen oversight of management and are committed to representing the interests of ALL Ruger shareholders.
A copy of the letter sent to shareholders is available to download here. 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.
Contacts
For Media:
Longacre Square Partners
beretta@longacresquare.com
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, 212-257-1311
info@saratogaproxy.com
Item 3: Also on March 19, 2026, Beretta Holding sent the following email to subscribers of www.ReloadRuger.com:
Item 4: Also on March 19, 2026, Beretta Holding posted the following material to www.ReloadRuger.com:
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.
FAQ
What stake does Beretta Holding (RGR) report in Sturm, Ruger?
What action is Beretta Holding taking at the 2026 Ruger annual meeting?
Where can Ruger shareholders find the proxy materials?
Who are the participants in Beretta Holding's proxy solicitation?
What claims does Beretta Holding make about the current Ruger board?
