
Highlights That Board is More Concerned With Protecting Itself Than Positioning the Company for Future Success and Delivering Maximum Value for Shareholders


Believes Market&#39;s Positive Reaction Should Have Made It

Highlights That Board is More Concerned With Protecting Itself Than Positioning the Company for Future Success and Delivering Maximum Value for Shareholders


Believes Market's Positive Reaction Should Have Made It Clear to the Board What Shareholders Want


Underscores Entrenched Legacy Board Members Maintain Control Despite Board "Refreshment" Strategy


Confirms Meeting of Principals on April 9th in Continued Effort to Work Constructively Toward Resolution


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 &amp; Company, Inc. ("Ruger" or the "Company"), with 9.95% ownership of the Company's outstanding common stock, today sent a <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=https%3A%2F%2Fberettaholding.s3.us-west-1.amazonaws.com%2FRGR%2B-%2BLetter%2Bto%2BWC.pdf&amp;esheet=54473438&amp;newsitemid=20260331101055&amp;lan=en-US&amp;anchor=letter&amp;index=1&amp;md5=97dfd43fde614c556ec14102468977c7" shape="rect">letter</a> to Ruger's Board of Directors (the "Board") in response to the Board's letter, received on March 28, rejecting Beretta Holding's exemption from the shareholder rights plan.


Beretta Holding remains disappointed and surprised by the incumbent Board's behavior and continued resistance to an increased investment that would further align Beretta Holding with all shareholders. The tender offer was at a significant premium at purchase price of $44.80 per share in cash, representing a premium of approximately 20% to the 60-day volume-weighted average price ending on March 24, 2026. The Board has now stood in the way of its shareholders and their ability to decide for themselves.


We remain steadfast in our view that Beretta Holding's investment and the potential for value creation through a strategic investment will be value creating for all shareholders. While we are willing to attend a meeting with a view to a constructive resolution, we remain skeptical of the Board's intentions and will continue to explore all of our legal alternatives.


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.


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 &amp; 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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2FWWW.SEC.GOV&amp;esheet=54473438&amp;newsitemid=20260331101055&amp;lan=en-US&amp;anchor=WWW.SEC.GOV&amp;index=2&amp;md5=e87cfa7d5d426944cbb37ef50ca1f3b0" shape="rect">WWW.SEC.GOV</a>. 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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54473438&amp;newsitemid=20260331101055&amp;lan=en-US&amp;anchor=HTTP%3A%2F%2FWWW.SEC.GOV&amp;index=3&amp;md5=9b2da8e873b6e470624028fe74d6df42" shape="rect">HTTP://WWW.SEC.GOV</a>. 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.


Forward-Looking Statements


This release may contain certain "forward-looking statements," many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Beretta Holding. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Forward-looking statements in this document include, without limitation, statements regarding the planned completion of the offer. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: statements regarding the anticipated benefits of the transaction; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; the percentage of the Company's stockholders tendering their shares in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees and customers; stockholder litigation in connection with the transaction resulting in significant costs of defense, indemnification and liability; and other risks and uncertainties discussed in the tender offer documents that would be filed by Beretta Holding if the tender offer is commenced and the Solicitation/Recommendation Statement that would be filed by the Company. Beretta Holding does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this release are qualified in their entirety by this cautionary statement.

<img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260331101055r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img>View source version on businesswire.com: <a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260331101055/en/" rel="nofollow">https://www.businesswire.com/news/home/20260331101055/en/</a>
For Media:
 Longacre Square Partners
 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:beretta@longacresquare.com" shape="rect">beretta@longacresquare.com</a>


For Investors:
 Saratoga Proxy Consulting LLC
 John Ferguson, 212-257-1311
 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:info@saratogaproxy.com" shape="rect">info@saratogaproxy.com</a>

Beretta Holding's Counsel Sends Letter to Ruger Board Following the Rejection of Exemption from Shareholder Rights Plan

Beretta Holding Challenges Ruger Board on Shareholder Rights

<section class="insight" data-version="1">
 <section data-block="information">
 <h3>Information</h3>
 Highlights That Board is More Concerned With Protecting Itself Than Positioning the Company for Future Success and Delivering Maximum Value for Shareholders


Believes Market&amp;#39;s Positive Reaction Should Have Made It
 </section>

 <section data-block="ai-summary-paragraph">
 <h3>AI Summary</h3>
 Beretta Holding, Ruger&#039;s largest shareholder, expresses significant discontent over the board&#039;s rejection of its investment proposal. This ongoing struggle could lead to increased volatility and opportunities for shareholders depending on board response to future potential bids.
 </section>

 <section data-block="ai-summary-bullets">
 <h3>Key Points</h3>
 <ul><li>Beretta Holding expresses dissatisfaction with Ruger&#039;s Board behaviors.</li><li>Board rejected Beretta&#039;s request to exempt from the shareholder rights plan.</li><li>Beretta plans a tender offer at $44.80 per share, showing frustration.</li><li>Incumbent Board remains resistant to increased investment proposals.</li><li>Board meeting on April 9 aims for resolution amidst ongoing tensions.</li></ul>
 </section>

 <section data-block="companies-mentioned">
 <h3>Companies Mentioned</h3>
 <ul><li>Sturm, Ruger &amp; Company, Inc. (RGR): Current tensions with Beretta Holding may influence share price volatility.</li><li>Beretta Holding S.A.: Largest shareholder proposes a strategic investment to enhance shareholder value.</li></ul>
 </section>

 <section data-block="category">
 <h3>Corporate Developments</h3>
 This situation fits the &#039;Corporate Developments&#039; category as it involves governance issues and shareholder activism, which can directly impact the strategic direction and valuation of RGR.
 </section>

 <section data-block="market-moving">
 <h3>Market-Moving</h3>
 <ul><li>Beretta&#039;s proposed tender offer at $44.80 indicates market pressure on Ruger&#039;s Board.</li><li>Ongoing tensions may heighten volatility as shareholder decisions loom.</li><li>Potential for proxy fight could affect share value and leadership changes.</li><li>Improved communication from the Board might stabilize RGR&#039;s stock.</li></ul>
 </section>

 <section data-block="key-facts">
 <h3>Key Facts</h3>
 <ul><li>Beretta Holding owns 9.95% of Ruger&#039;s shares.</li><li>Tender offer price of $44.80 represents a 20% premium.</li><li>Board&#039;s decision received on March 28 rejected Beretta&#039;s exemption request.</li><li>Meeting between principals scheduled for April 9.</li><li>Beretta Holding plans a proxy solicitation for director nominations in 2026.</li></ul>
 </section>

 <section data-block="trading-thesis">
 <h3>Trading Thesis</h3>
 Consider short to medium-term long positions in RGR to capitalize on potential volatility.
 </section>
</section>



Highlights That Board is More Concerned With Protecting Itself Than Positioning the Company for Future Success and Delivering Maximum Value for Shareholders


Believes Market's Positive Reaction Should Have Made It Clear to the Board What Shareholders Want


Underscores Entrenched Legacy Board Members Maintain Control Despite Board "Refreshment" Strategy


Confirms Meeting of Principals on April 9th in Continued Effort to Work Constructively Toward Resolution


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 &amp; Company, Inc. ("Ruger" or the "Company"), with 9.95% ownership of the Company's outstanding common stock, today sent a <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=https%3A%2F%2Fberettaholding.s3.us-west-1.amazonaws.com%2FRGR%2B-%2BLetter%2Bto%2BWC.pdf&amp;esheet=54473438&amp;newsitemid=20260331101055&amp;lan=en-US&amp;anchor=letter&amp;index=1&amp;md5=97dfd43fde614c556ec14102468977c7" shape="rect">letter</a> to Ruger's Board of Directors (the "Board") in response to the Board's letter, received on March 28, rejecting Beretta Holding's exemption from the shareholder rights plan.


Beretta Holding remains disappointed and surprised by the incumbent Board's behavior and continued resistance to an increased investment that would further align Beretta Holding with all shareholders. The tender offer was at a significant premium at purchase price of $44.80 per share in cash, representing a premium of approximately 20% to the 60-day volume-weighted average price ending on March 24, 2026. The Board has now stood in the way of its shareholders and their ability to decide for themselves.


We remain steadfast in our view that Beretta Holding's investment and the potential for value creation through a strategic investment will be value creating for all shareholders. While we are willing to attend a meeting with a view to a constructive resolution, we remain skeptical of the Board's intentions and will continue to explore all of our legal alternatives.


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.


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 &amp; 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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2FWWW.SEC.GOV&amp;esheet=54473438&amp;newsitemid=20260331101055&amp;lan=en-US&amp;anchor=WWW.SEC.GOV&amp;index=2&amp;md5=e87cfa7d5d426944cbb37ef50ca1f3b0" shape="rect">WWW.SEC.GOV</a>. 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 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="https://cts.businesswire.com/ct/CT?id=smartlink&amp;url=http%3A%2F%2Fwww.sec.gov&amp;esheet=54473438&amp;newsitemid=20260331101055&amp;lan=en-US&amp;anchor=HTTP%3A%2F%2FWWW.SEC.GOV&amp;index=3&amp;md5=9b2da8e873b6e470624028fe74d6df42" shape="rect">HTTP://WWW.SEC.GOV</a>. 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.


Forward-Looking Statements


This release may contain certain "forward-looking statements," many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Beretta Holding. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Forward-looking statements in this document include, without limitation, statements regarding the planned completion of the offer. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties related to: statements regarding the anticipated benefits of the transaction; statements regarding the anticipated timing of filings and approvals relating to the transaction; statements regarding the expected timing of the completion of the transaction; the percentage of the Company's stockholders tendering their shares in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees and customers; stockholder litigation in connection with the transaction resulting in significant costs of defense, indemnification and liability; and other risks and uncertainties discussed in the tender offer documents that would be filed by Beretta Holding if the tender offer is commenced and the Solicitation/Recommendation Statement that would be filed by the Company. Beretta Holding does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this release are qualified in their entirety by this cautionary statement.

<img xmlns="http://www.w3.org/1999/xhtml" alt="" src="https://cts.businesswire.com/ct/CT?id=bwnews&amp;sty=20260331101055r1&amp;sid=benz2&amp;distro=nx&amp;lang=en" style="width:0;height:0"></img>View source version on businesswire.com: <a xmlns="http://www.w3.org/1999/xhtml" href="https://www.businesswire.com/news/home/20260331101055/en/" rel="nofollow">https://www.businesswire.com/news/home/20260331101055/en/</a>
For Media:
 Longacre Square Partners
 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:beretta@longacresquare.com" shape="rect">beretta@longacresquare.com</a>


For Investors:
 Saratoga Proxy Consulting LLC
 John Ferguson, 212-257-1311
 <a xmlns="http://www.w3.org/1999/xhtml" rel="nofollow" href="mailto:info@saratogaproxy.com" shape="rect">info@saratogaproxy.com</a>

Beretta Holding, Ruger's largest shareholder, expresses significant discontent over the board's rejection of its investment proposal. This ongoing struggle could lead to increased volatility and opportunities for shareholders depending on board response to future potential bids.

Beretta Holding's Counsel Sends Letter to Ruger Board Following the Rejection of Exemption from Shareholder Rights Plan

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Corporate Developments

Related News