Sturm, Ruger & Company and Beretta Holding have struck a strategic cooperation agreement that changes the ownership and governance picture at the firearm maker.
Under the deal, Ruger is expected to let Beretta Holding raise its stake to as much as 25% of Ruger’s outstanding shares. The minimum partial tender offer price is set at $44.80 per share in cash, a premium of about 20% to Ruger’s 60-day volume-weighted average share price before Beretta’s tender offer announcement.
The agreement also gives Beretta the right to nominate up to two independent directors after the 2026 annual meeting, with Ruger temporarily expanding its board to accommodate the nominees. Those nominees still must clear Ruger’s nominating and governance committee process and qualification standards.
Beretta has agreed to a three-year standstill. During that period, it will not initiate or back a proxy contest or similar action, and it will vote its shares in line with the Ruger board’s recommendations on all matters except where ISS or Glass Lewis issue an adverse recommendation or in certain extraordinary transactions not involving Beretta.
Beretta has also withdrawn its director nominations for the 2026 annual meeting, leaving only Ruger board-recommended candidates to stand for election.
Ruger said the agreement is designed to preserve its independence while increasing alignment with Beretta. Beretta said the deal supports its effort to strengthen its U.S. presence and deepen long-term development. Today the company's shares have moved 0.33% to a price of $42.47. Check out the company's full 8-K submission here.
