What Is Going On?
Drama in the firearms industry is not unheard of, but it is fairly rare. Given the industry’s relatively smaller size, there just usually aren’t a lot of eyebrow-raising events that happen.
However, that has changed recently with interactions between Ruger and Beretta. These two stalwart bastions of gun design and manufacture have not exactly come to blows, but there are developments raising some eyebrows.
Let’s take a quick look at the situation.
According to outdoorlifecom, in September of 2025, Beretta – the oldest gun manufacturer in the world, since 1526 – acquired 7.7% of Sturm, Ruger & Co. stock and then bought more to up its total holdings to 9.95%. That number makes Beretta the largest single shareholder of Ruger stock.
The “Poison Pill”
In October 2025, Beretta purchased the extra shares as recounted above. That led Ruger to issue a “poison-pill defense”… there are different forms of that strategy, but they all boil down to making a hostile takeover more difficult and costly for the acquirer.
In its initial federal disclosure, Beretta Holding said that it:
“did not have a present intention of seeking control” of Ruger, but instead they claim that they simply want a “strategic minority interest” in order to reverse what it calls Ruger’s “deteriorating financial performance.” I’m not sure Ruger believed that, after they contended that “Beretta’s Chair “indicated a long-term plan to combine Ruger with Beretta, but made no formal proposal” at a December meeting.
Earlier this year, negotiations between the two companies fell apart, and Ruger went public with details of what it called a “creeping takeover” by Beretta Holding.
In a March 9 statement, Ruger stated that:
“Beretta repeatedly demanded terms that would transfer value from other Ruger stockholders to Beretta and undermine Ruger’s status as an independent public company,”
That statement included:
“specific demands like 25 percent of the company, discounted shares, a board appointee that could violate antitrust laws, and more. Beretta repeatedly advanced extreme demands and threatened to ‘go to war’ if those demands were not met.”
Beretta’s scathing reply on March 10 addressed what it called Ruger’s breach of confidentiality by issuing “blatantly false and misleading statements.” Beretta insists it wants only to help Ruger as a minority investor.
Fast-forward to February 2026. Beretta Holding nominated four new candidates to Ruger’s board of directors. Beretta claimed that it wanted to protect its investment and to help guide the company. Ruger claimed this action to be nothing short of an attempted takeover.
Beretta Fires Back
Then, Beretta published an open letter to Ruger shareholders about the situation. This letter is linked from their website, Reload Ruger.
The letter includes performance figures among a lot of other information. Due to its length, I won’t include the whole letter here, but I will quote pertinent points from it. If you are interested, you can read it in its entirety here.
I included two screenshots of graphs that, in copied text form, would make no sense. I apologize for the lower quality of those grabs, but I was copying from the .pdf from Beretta’s website.
The quote starts here…
Beretta Holding S.A. (“Beretta Holding” or “we”) is the largest shareholder of Sturm, Ruger & Company, Inc.
(NYSE: RGR) (“Ruger” or the “Company”), with a 9.95% ownership stake. We are writing to you because Ruger shareholders have endured years of value destruction, and urgent change is needed to restore the value of your investment.
We invested in Ruger because we believe in the strength of its iconic American brand, loyal customer base, and meaningful assets. Instead of delivering strong returns to shareholders, the Company has produced persistent share price underperformance, disappointing financial results, and governance failures that have insulated the Board of Directors (the “Board”) and management from accountability.
Beretta Holding brings a unique perspective – we have been manufacturing firearms for more than 500 years, successfully navigating industry cycles while building durable, profitable businesses grounded in disciplined leadership, innovation, and operational excellence.
Years of Shareholder Value Destruction and Opportunity Cost Under the Current Board
Ruger’s prolonged share price underperformance reflects a fundamental failure of oversight at the Board level.
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 Smith & Wesson Brands Inc. (“Smith & Wesson”), its closest public peer, and the broader market, delivering disappointing returns to shareholders.
This outcome is particularly troubling given Ruger’s strong brand recognition, loyal customer base, and long-standing position in the firearms industry. Companies with these attributes should be well-positioned to generate durable shareholder returns across market cycles. Instead, Ruger’s shareholders have endured years of lost opportunity while the Company’s closest public peer, Smith & Wesson, and the broader market have delivered substantially stronger returns.
Weak Board Oversight Has Allowed Ruger’s Underperformance to Persist
Ruger’s years of underperformance happened on the watch of the same long-tenured directors who seemingly control the Board today. Do not be misled by the recent so-called “board refreshment.
”We believe these directors still remain firmly in control, collectively representing more than 65 years of Board tenure and having overseen the period during which Ruger significantly lagged both its closest competitor and the broader market. These same directors own only about 1% of Ruger’s shares, giving them limited personal financial exposure to the Company’s performance. Instead of building meaningful ownership stakes alongside shareholders, the primary financial incentive keeping these directors in their seats appears to be their annual cash retainers. In our view, shareholders deserve a Board that is meaningfully invested in the Company’s success and accountable for its performance.
The Path Forward: Shareholder-Driven Change Is Needed to Reload Ruger
At the upcoming Annual Meeting, you will have the opportunity to elect four independent director candidates nominated by Beretta Holding. These nominees bring the skills and experience needed to help restore operational performance and strengthen oversight of management. They understand the firearms business and the responsibility of a public company director to drive value for all shareholders.
Our independent nominees will serve all Ruger shareholders – not Beretta Holding. We are NOT seeking control.
As Ruger’s largest shareholder, our interests are aligned with yours – if we succeed, you succeed. That is what we are here for.
We look forward to engaging directly with you in the coming weeks as we distribute our proxy materials and present the full case for change at Ruger.
Respectfully,
Beretta Holding S.A.
If you have any questions, please contact:
520 8th Avenue, 14th Floor
New York, NY 10018
212-257-1311
End quote
That’s that.
In case you were wondering, in terms of company size, Ruger is the largest firearms manufacturer in the U.S., while Beretta is the largest in the world, with more than 50 brands. So, we are watching a match between two giants of the industry.
Enter Todd Seyfert
Ruger CFO Todd Seyfert has put in place a five-year plan, called “Ruger 2030”. When asked if he feared Ruger losing its independence in a potential Beretta Holding buyout, he was direct:
“There’s no fear there. We’re very confident in the Ruger business model,” Seyfert told Outdoor Life. “We’re very confident in our path forward. We’ve been very transparent since I arrived a year ago that the short-term focus was on maintaining our revenue and market share in a down market. The [gun] industry post-COVID has been tough, right? And we have been focused on maintaining that market share so that when the market rebounds, we have that much more shelf space. So that’s been the priority. Along with that, we’ve been addressing the margin side of our business, the cost side of our business. And so we have a very thoughtful plan for 2026 that we started to communicate in earnings released just a few weeks ago.”
It’s interesting to note that on Feb, 23rd, 2026, Ruger appointed three new members to its Board. The vote on the four prospective new members from Beretta will take place sometime this spring at a national annual meeting.
These are interesting times, for sure. We should be paying attention to this issue, as it could conceivably alter the direction Ruger takes in the future. Whether you’re a Ruger fan or not, this matter bears watching.
Read the full article here
