US Market News
2月前
Ruger and Beretta Holding S.A. Announce Strategic Cooperation AgreementMay 4, 2026 9:41 AM
Business Wire
Agreement Reflects Mutual Commitment to Long-Term Value Creation & Stability
Ruger to Increase Beretta Holding Ownership Cap to 25% of the Company
Ruger to Grant Beretta Holding the Ability to Nominate Up to Two Independent Board Members
Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) today announced that it has entered a Strategic Cooperation Agreement (“Agreement”) with Beretta Holding S.A. (“Beretta Holding”), the Company’s largest shareholder. The Agreement reflects a shared commitment to long-term value creation, constructive engagement, and stability for Ruger’s shareholders, employees, customers and industry partners.
Under the terms of the Agreement, Ruger is expected to allow Beretta Holding to increase its investment to up to 25% of the Company’s outstanding shares. The minimum partial tender offer price shall be $44.80 per share in cash – which represents a ~20% premium to the Company’s 60-day volume-weighted average share price prior to Beretta Holding’s tender offer announcement. Such tender offer has not yet commenced and will be subject to applicable regulatory approvals.
In connection with this increased investment, Beretta Holding will have the right to nominate up to two independent directors following the 2026 Annual Meeting of Shareholders and regulatory approval. At that time, the Company will temporarily expand the Board. The nominees will be subject to Ruger’s Nominating and Governance Committee process and qualification criteria.
As part of the agreement, Beretta Holding has committed to a three-year standstill, during which it will not, among other things, initiate or support any proxy contest or similar action. Over that period, Beretta Holding will also vote its shares in alignment with the Ruger Board’s recommendations on all matters (except in cases where leading independent proxy advisory firms, ISS or Glass Lewis, issue an adverse recommendation or in certain extraordinary transactions not involving Beretta Holding).
Additionally, Beretta Holding has withdrawn its director nominations for the 2026 Annual Meeting of Shareholders and only Ruger Board-recommended candidates will be up for election at the meeting.
These provisions, together with other provisions in the Agreement, are designed to safeguard Ruger’s independence and stability while increasing alignment of Beretta Holding with all shareholder interests.
“This agreement is strategically valuable and will benefit all Ruger stakeholders,” said John Cosentino, Chairman of the Board of Ruger. “As a Board, our responsibility and duty is to act in the best interests of all shareholders. This agreement provides stability, avoids further expense and distraction, and creates a framework for productive engagement with Beretta Holding while preserving Ruger’s independence and governance standards.”
The Agreement is positive for Ruger and its shareholders and enables Ruger and Beretta Holding to explore avenues for commercial cooperation in a manner that complies with all applicable laws. Importantly, Ruger will remain an independent U.S. public company – preserving its brand, heritage and strategic direction – while benefiting from Beretta Holding’s admirable legacy and global industry leadership.
“We are pleased to have reached this Agreement with Ruger. This cooperation is fully aligned with the Group’s strategy to further strengthen our presence in the United States, a key market where we have been active for several decades, and it reflects our commitment to continued long-term development,” said Dott. Pietro Gussalli Beretta, Chairman and CEO of Beretta Holding. “We are eager to work with the Company toward our shared goal of strengthening execution and positioning Ruger for value creation.”
Further information regarding the Agreement, and a copy of the Agreement, will be made available in a Current Report on Form 8-K to be filed by the Company with the United States Securities and Exchange Commission.
About Ruger Firearms
Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Sturm, Ruger & Co., Inc. has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens®,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.
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.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance. Such statements also include, among others, statements with respect to the future performance of the Company, statements with respect to the potential future commencement of a tender offer (and on what timing and terms), statements with respect to the performance of Ruger and Beretta Holding of their respective obligations pursuant to the Agreement and statements with respect to whether any regulatory approvals referred to herein will be received and if so on what terms and timing. The forward-looking statements in this communication are based upon the current beliefs, assumptions and expectations of Ruger and are subject to significant risks and uncertainties, including without limitation, market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against Ruger, the impact of future firearms control, environmental legislation and accounting estimates and the performance by Ruger and Beretta Holding of their respective obligations pursuant to the Agreement (and, with respect to any regulatory approvals, any matters related to Beretta Holding or its related persons), any one or more of which could cause actual results to differ materially from those projected. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained herein because of a variety of other factors, including without limitation those detailed in the Ruger’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings made by Ruger with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements. Ruger expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in beliefs, assumptions or expectations or any change in events, conditions or circumstances on which any such statements are based.
Important Information and Where to Find It
Ruger has filed a definitive proxy statement and proxy card with the SEC in connection with its solicitation of proxies from the Company’s stockholders for Ruger’s 2026 Annual Meeting of Stockholders (the “Proxy Statement”). This press release is not a substitute for such proxy statement. RUGER STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY RUGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Ruger free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ruger are also available free of charge by accessing the “Corporate” section of the Company’s website at www.ruger.com/corporate.
The tender offer described in this press release has not commenced. This press release is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that Beretta Holding or the Company will be required to file with the SEC if the tender offer commences. If the tender offer is commenced, Beretta Holding will be required to file a Tender Offer Statement on Schedule TO with the SEC, and the Company will be required to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S SECURITY HOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING ANY OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND ANY OTHER TENDER OFFER DOCUMENTS) AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER, IF THE TENDER OFFER COMMENCES. IF THE TENDER OFFER IS COMMENCED, BERETTA HOLDING’S TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE RELATED EXHIBITS) AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, IF THE TENDER OFFER IS COMMENCED, (I) THE TENDER OFFER MATERIALS 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 AND (II) THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY FREE OF CHARGE BY THE COMPANY.
Certain Information Regarding Participants
Ruger and its directors and certain of its executive officers are deemed to be “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders by Ruger in connection with the matters to be considered at Ruger’s 2026 Annual Meeting of Stockholders. Information regarding the names of Ruger’s executive officers and directors and their respective interests in Ruger by security holdings or otherwise is set forth in Ruger’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2026, which is available here, including under the headings “Proposal No. 1 – Election of Directors”, “Director Nominees”, “The Board of Directors, its Committees and Policies”, “Committees of the Board”, “Director Compensation”, “Beneficial Ownership Of Directors And Management Table”, “Certain Relationships And Related-Party Transactions”, “Proposal No. 3 – Advisory Vote on Compensation of Named Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Potential Payments Upon Termination Or Change In Control”, “Potential And Actual Payments Under Severance Agreements Table”, “Pension Plans”, “Chief Executive Officer Pay Ratio”, “Pay Versus Performance (PVP)” and “Annex B – Supplemental Information Regarding Participants in the Solicitation”. To the extent holdings of such persons in the Company’s securities change following the amounts described in the definitive Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed by Ruger are also available free of charge by accessing the “Corporate” section of the Company’s website at www.ruger.com/corporate.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260504705058/en/
For further information, contact:
Ruger: Rob Werkmeister, Senior Vice President of Marketing & Customer Experience
rwerkmeister@ruger.com
Beretta Holding: Longacre Square Partners
beretta@longacresquare.com / press@berettaholding.com
Original: Ruger and Beretta Holding S.A. Announce Strategic Cooperation Agreement
US Market News
3月前
Beretta Holding’s Counsel Sends Letter to Ruger Board Following the Rejection of Exemption from Shareholder Rights PlanMarch 31, 2026 9:33 AM
Business Wire
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 & Company, Inc. (“Ruger” or the “Company”), with 9.95% ownership of the Company’s outstanding common stock, today sent a letter 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 & 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.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260331101055/en/
For Media:
Longacre Square Partners
beretta@longacresquare.com
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, 212-257-1311
info@saratogaproxy.com
Original: Beretta Holding’s Counsel Sends Letter to Ruger Board Following the Rejection of Exemption from Shareholder Rights Plan
US Market News
3月前
Ruger Board of Directors Confirms Receipt of Beretta Letter Proposing a Partial Tender Offer That Has Not Commenced.March 25, 2026 5:44 PM
Business Wire
Stockholders Do Not Need to Take Any Action At This Time
Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) today confirmed that its Board of Directors (the “Board”) has received a letter from Beretta Holding S.A. ("Beretta"), in which Beretta proposes, subject to certain conditions, to commence a partial tender offer for up to 20.05% of the outstanding shares of the Company, which if successful would effectively increase Beretta’s ownership stake in Ruger to approximately 30%. Such proposed partial tender offer has not actually commenced.
Shareholders do not need to take any action at this time. The Board, in consultation with its financial and legal advisors, will assess Beretta’s letter and respond in due course.
About Ruger Firearms
Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Sturm, Ruger & Co., Inc. has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens®,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.
Cautionary Note Regarding Forward Looking Statements
Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “may,” “will,” “could,” “anticipate,” “estimate,” “expect,” “predict,” “project,” “future,” “potential,” “intend,” “plan,” “assume,” “believe,” “forecast,” “look,” “build,” “focus,” “create,” “work,” “continue” or the negative of such terms or other variations thereof and words and terms of similar substance. Such forward-looking statements also include, among others, statements with respect to the tender offer proposed by Beretta, including without limitation statements with respect to whether or not the proposed tender offer will commence at all. The forward looking statements in this press release are based upon the current beliefs, assumptions and expectations of the Company, including without limitation with respect to the Company’s current and future plans, strategies, positioning, resources and capabilities, financial, operating and other performance and the occurrence or non-occurrence of certain events, and are subject to significant risks and uncertainties. Actual results could differ materially from those expressed in or implied by the forward-looking statements contained in this press release because of a variety of factors, including without limitation those detailed in the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K and other filings made by the Company with the SEC, as well as actions taken or not taken by Beretta. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in beliefs, assumptions or expectations or any change in events, conditions or circumstances on which any such statements are based.
Additional Information and Where to Find It
The tender offer proposed by Beretta described in this press release has not commenced. This press release is for informational purposes only and is neither a recommendation, nor an offer to purchase nor a solicitation of an offer to sell shares of the Company, nor is it a substitute for any tender offer materials that Beretta or the Company will be required to file with the SEC if the tender offer commences. If the tender offer is commenced, Beretta will be required to file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S SECURITY HOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING ANY OFFER TO PURCHASE, RELATED LETTER OF TRANSMITTAL AND ANY OTHER TENDER OFFER DOCUMENTS) AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER, IF THE TENDER OFFER COMMENCES. IF THE TENDER OFFER IS COMMENCED, BERETTA’S TENDER OFFER STATEMENT ON SCHEDULE TO (INCLUDING THE RELATED EXHIBITS) AND THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, IF THE TENDER OFFER IS COMMENCED, (I) BERETTA HAS STATED THAT THE TENDER OFFER MATERIALS THAT ARE FILED BY BERETTA WITH THE SEC WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY FREE OF CHARGE FROM THE INFORMATION AGENT FOR THE TENDER OFFER AND (II) THE COMPANY’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF THE COMPANY FREE OF CHARGE BY THE COMPANY.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260325034915/en/
For further information, contact:
Rob Werkmeister, Senior Vice President of Marketing & Customer Experience
rwerkmeister@ruger.com
Original: Ruger Board of Directors Confirms Receipt of Beretta Letter Proposing a Partial Tender Offer That Has Not Commenced.
US Market News
4月前
Beretta Holding Responds to Ruger’s Blatantly False and Misleading StatementsMarch 10, 2026 12:30 PM
Business Wire
Did Not Seek “Control” of Ruger; Proposed a Strategic Minority Investment on Market Terms that Would Benefit All Shareholders
Highlights that Ruger’s Recent Board Changes Leave the Longstanding Sphere of Influence Around Board Leadership Largely Intact
Ruger’s Attempts to Suggest Potential Regulatory and National Security Issues Are Transparent Scare Tactics Aimed to Distract from the Board’s Oversight Failures
Disappointed the Board Chose to Egregiously Breach Confidentiality Agreement with Beretta Holding Rather than Continue Private Discussions to Finalize a Strategic Collaboration
Remains Committed to Reaching a Constructive Solution that Would Help Reverse Persistent Underperformance – Underscored by the Company’s Disappointing Full-Year Results
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 issued the following clarification to fellow shareholders of Ruger:
From the outset, Beretta Holding’s objective has been collaborative engagement focused on how we can partner with Ruger to improve performance and deliver sustainable long-term value for all shareholders, employees and customers.
All discussions with the Ruger Board of Directors (the “Board”) were conducted in confidence with the objective of reaching a negotiated settlement.
During our confidential discussions with the Board, Beretta Holding opened a negotiation of potential structures to make a strategic minority investment in Ruger. The intention has always been to make an investment on market terms and in a manner that would benefit all shareholders.
Such an investment would allow Ruger to draw on Beretta Holding’s five centuries of operating expertise in the global firearms sector to reverse its downward trajectory. This need for operational improvement is evident in Ruger’s deteriorating financial performance, with operating income declining by nearly $65 million over the last two years, from $52 million in 2023 to an operating loss of $12 million in 2025.
Unfortunately, we have continuously been met with opposition from the Company, which has adopted a poison pill in response to our investment, insisted that we immediately enter into unusually restrictive standstill agreements before any meaningful discussions occurred and announced a reactive Board refresh amid active negotiations.
In our view, this posture raises questions about the Board’s willingness to engage in good faith and suggests a preference for maintaining the status quo over meaningful shareholder engagement.
Despite appointing three new members to its Board, the longstanding sphere of influence around Board leadership remains largely intact, leaving the overall balance of the Board effectively the same.
The reality is that certain long-tenured directors continue to occupy key leadership positions on the Board. These directors, who have a combined 65 years of tenure, are the same individuals who oversaw the Company during a period of significant underperformance. Yet the recent “refresh” seemingly leaves them insulated from accountability while shareholders bear the consequences.
The Board has further entrenched these directors through its newly adopted retirement policy, which imposes age and tenure limits only on new directors while explicitly carving out protections for existing leadership. Under this framework, incumbent directors may remain on the Board despite having more than two decades of service.
This lack of accountability is particularly concerning given the Board’s compensation and track record. Between 2018 and 2025, these same directors collected more than $5.7 million in aggregate compensation while Ruger’s shares have returned -13.81%, underperforming the Russell 2000 by 71.96%.1
Even after the upcoming Annual Meeting reduces the Board to nine directors, Ruger will still maintain a larger board than peer Smith & Wesson Brands Inc.’s (“Smith & Wesson”) seven-member board, despite Smith & Wesson delivering stronger financial performance. In our view, Ruger’s unnecessarily large board structure further dilutes accountability.
It is therefore ironic that the Board has falsely painted our efforts to increase our ownership and align ourselves with all shareholders as an attempt to take control, when the long-tenured directors have effectively maintained full boardroom control while owning such a de minimis position in the Company despite their decades-long tenure.
Beretta Holding has nominated a minority slate of experienced nominees that are running as independent directors, and at no time did we suggest appointing our CEO to Ruger’s Board. Any implication that Beretta Holding proposed actions that would violate applicable rules or regulations is simply false.
As Ruger’s largest shareholder, Beretta Holding discussed the possibility of minority board representation – hardly a disproportionate request. Any suggestion that Beretta Holding sought “control” of Ruger or proposed actions inconsistent with applicable antitrust or regulatory requirements are entirely false.
Our primary objective is to restore proper alignment and strengthen oversight so that Ruger can maximize long-term value for shareholders, employees and customers.
Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to introduce the disciplined oversight and fresh perspectives that we believe are urgently needed to help reverse shareholder value destruction and rebuild investor confidence.
There is absolutely no reason our independent, highly qualified nominees could not have been considered as part of Ruger’s board “refresh.”
Beretta Holding is disappointed that Ruger has elected to egregiously violate its contractual obligations under its Confidentiality Agreement with us and share confidential discussions in an underhanded, distorted attempt to discredit Beretta Holding. During these confidential discussions, we consistently sought a constructive and collaborative resolution that would have benefited all shareholders without the need for a costly and distracting contested election. We remain open to a negotiated outcome and believe such a resolution would best serve Ruger and its shareholders.
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.
__________________________
1 FactSet. Total Shareholder Return from Jan. 2, 2018 to Dec. 31, 2024.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260310904616/en/
For Media:
Longacre Square Partners
beretta@longacresquare.com
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, 212-257-1311
info@saratogaproxy.com
Original: Beretta Holding Responds to Ruger’s Blatantly False and Misleading Statements
US Market News
4月前
Ruger Sets the Record Straight on Competitor Beretta’s Attempt to Seize Control of RugerMarch 9, 2026 9:30 AM
Business Wire
Beretta Sought to Buy Ruger Stock at a 15% Discount from Ruger in a Private Placement and to Obtain Disproportionate Board Representation and Voting Power that Would Give It Near-Veto Power Over Important Matters
Beretta’s Self-Serving Demands Included Appointing Its Own CEO to Ruger’s Board in Violation of U.S. Antitrust Laws
Ruger’s Board Has Sought to Engage Constructively with Beretta and Its Leadership and Has Traveled to Europe Multiple Times for Meetings with Beretta
When Ruger’s Board was Unable to Meet Beretta’s Demands, Beretta’s Leadership Threatened to Launch a “War” and Nominated Four Directors, Including One Who is on the Board of a Beretta Subsidiary
Ruger’s Board Will Continue to Protect Ruger’s Stockholders and All Ruger Stakeholders
On February 24, 2026, Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) received a notice from Beretta Holding S.A. (“Beretta”) stating Beretta’s intention to nominate four candidates for election to Ruger’s Board of Directors at the Company’s 2026 Annual Meeting of Stockholders. The Company, in consultation with its advisors, is reviewing the notice in accordance with Ruger’s established procedures and applicable law.
To date, Ruger has not publicly responded to Beretta’s characterization of Ruger’s actions and decisions. However, because of mischaracterizations and omissions in Beretta’s communications, Ruger feels it is necessary to set the record straight.
BERETTA FALSELY CLAIMS RUGER FAILED TO CONSTRUCTIVELY ENGAGE. IN FACT, BERETTA STEALTHILY ACCUMULATED A LARGE POSITION, REFUSED TO PAUSE STOCK PURCHASES PENDING NEGOTIATIONS AND THEN DEMANDED DISCOUNTED STOCK AND OUTSIZED GOVERNANCE RIGHTS.
Ruger first became aware of Beretta’s interest in Ruger on September 22, 2025, when Beretta filed a Schedule 13D reporting an approximately 7.7% stake in Ruger. Beretta did not contact Ruger before or in connection with that filing. The 13D stated that Beretta had no “present intention” to take control of Ruger.
In the days and weeks that followed, Ruger representatives reached out to Beretta and offered to meet with Beretta repeatedly and asked that Beretta pause its share accumulation pending discussions.
Beretta refused to pause its accumulation and so, on October 14, 2025, the Ruger Board adopted a short-term stockholder rights plan to protect the interests of all Ruger stockholders from Beretta’s ongoing creeping takeover.
In the following weeks, Beretta declined Ruger’s invitations for in-person principal-to-principal meetings, while sending a series of aggressive letters through counsel.
Eventually, following outreach from the Ruger Chair, a meeting was held in Paris on December 15, 2025. At that meeting, Beretta’s Chair indicated a long-term plan to combine Ruger with Beretta but made no formal proposal. Beretta’s Chair also indicated that he had no interest in the status quo and that he would find a way to increase his position if Ruger remained resistant.
Representatives of the parties met again in Luxembourg in February 2026 and traded several proposals but were unable to reach an agreement.
BERETTA REPEATEDLY DEMANDED TERMS THAT WOULD TRANSFER VALUE FROM OTHER RUGER STOCKHOLDERS TO BERETTA AND UNDERMINE RUGER’S STATUS AS AN INDEPENDENT PUBLIC COMPANY.
Following the Luxembourg meeting, Ruger made multiple good-faith and constructive proposals to Beretta that were designed to avoid a costly and distracting proxy contest and allow the Company to remain focused on executing its strategy. These proposals were carefully structured to preserve Ruger’s independence as a public company and ensure compliance with applicable antitrust and national security laws. The proposals would have permitted Beretta to:
increase its ownership position up to a cap;
designate directors; and
explore opportunities for true commercial collaboration with Ruger.
In contrast, Beretta repeatedly advanced extreme demands and threatened to “go to war” if those demands were not met.
Beretta demanded multiple times that Ruger issue additional shares to Beretta at a 15% discount, which would have diluted existing stockholders and transferred value to Beretta at stockholder expense.
Beretta demanded 25% of Ruger and the right to vote those shares in their own self-interest.
Beretta, a competitor of Ruger, demanded that it receive disproportionate representation on the Board, and sought to appoint a member of the Beretta management team to Ruger’s Board, which would violate U.S. antitrust laws.
The board seats and ownership level Beretta demanded would trigger mandatory CFIUS review, implicating sensitive national security issues.
Beretta demanded that Ruger dismantle its stockholder rights plan and refused to agree to a customary standstill.
Ruger communicated to Beretta that its demands were inconsistent with U.S. corporate governance best practices and applicable law.
BERETTA FALSELY CLAIMS THAT RUGER’S BOARD REFRESHMENT WAS “REACTIVE”. IN FACT, THIS REFRESHMENT PROCESS HAS BEEN IN THE WORKS SINCE PRIOR TO BERETTA’S INVESTMENT AND RUGER DELAYED FINALIZING THE REFRESHMENT IN A GOOD-FAITH EFFORT TO REACH A RESOLUTION WITH BERETTA.
On February 23, 2026, Ruger announced the appointment of three new directors to its Board, following the retirement of three former Board Members.
Combined with the earlier appointments of CEO Todd Seyfert and industry veteran Bruce Pettet, five directors have joined the Ruger Board within the past year through rigorous and well-established governance processes.
This substantial refreshment of Ruger’s Board began before Beretta’s investment in the Company became known and underscores Ruger’s proactive approach to Board composition and its commitment to maintaining the operational rigor and strategic focus required to compete and win for the benefit of all stockholders.
Beretta’s criticism of the tenure of members of Ruger’s Board is surprising given that its own board has directors that have served the Beretta group since the 1990s.
These actions stand in sharp contrast to Beretta’s disruptive and coercive campaign that seeks to undermine the governance norms and processes that protect public investors.
Beretta’s actions are not those of a stockholder who is trying to improve Ruger in the interests of all stockholders.
One of the individuals nominated by Beretta as an “independent” director serves as a director of a subsidiary of Beretta.
Ruger’s Board and management team remain firmly committed to their fiduciary duties to all Ruger stockholders.
While Ruger remains ready and willing to engage constructively with Beretta for the benefit of all stockholders, the Board is committed to continuing to act decisively to protect Ruger’s other stockholders from Beretta's aggressive campaign to seize control on unfair terms. Ruger will continue to communicate with all Ruger stakeholders as this situation develops.
About Ruger Firearms
Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of more than 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Sturm, Ruger & Co., Inc. has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens®,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current expectations of management and are subject to various risks and uncertainties that could cause actual results to differ materially. Important risk factors that could affect Ruger’s operations and financial performance are detailed in its most recent Form 10-K and subsequent SEC filings. Ruger undertakes no obligation to update or revise any forward-looking statements made herein.
Important Information and Where to Find It
Ruger intends to file a proxy statement and CAMO GREEN proxy card and other relevant documents with the SEC in connection with its solicitation of proxies from the Company’s stockholders for Ruger’s 2026 Annual Meeting of Stockholders (the “Proxy Statement”). This press release is neither a solicitation of a proxy nor a substitute for any proxy statement or other document that Ruger may file with the SEC in connection with any solicitation by Ruger. RUGER STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY RUGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain copies of these documents and other documents filed with the SEC by Ruger free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Ruger are also available free of charge by accessing the "Corporate" section of the Company's website at www.ruger.com/corporate.
Certain Information Regarding Participants
Ruger and its directors and certain of its executive officers will be deemed to be “participants” (as defined in Schedule 14A under the Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders by Ruger in connection with the matters to be considered at Ruger’s 2026 Annual Meeting of Stockholders. Information regarding the names of Ruger’s executive officers and directors and their respective interests in Ruger by security holdings or otherwise is set forth (i) in Ruger’s proxy statement for the 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 17, 2025 (the “2025 Proxy Statement”), which is available here, including under the headings “Proposal 1: Election of Directors”, “The Board of Directors, Its Committees and Policies”, “Committees of the Board”, “Director Compensation”, “Directors’ and Executive Officers’ Beneficial Equity Ownership”, “Beneficial Ownership Of Directors And Management Table”, “Certain Relationships And Related-Party Transactions”, “Proposal No. 3 – Advisory Vote on Compensation of Named Executive Officers”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Potential Payments Upon Termination Or Change In Control”, “Potential And Actual Payments Under Severance Agreements Table”, “Pension Plans”, “Chief Executive Officer Pay Ratio” and “Pay Versus Performance (PVP)” and (ii) under Item 5.02 “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” in the Current Reports on Form 8-K filed by Ruger with the SEC on June 20, 2025 (available here), and February 23, 2026 (available here). To the extent holdings of such persons in the Company’s securities have changed since the amounts described in the 2025 Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC, by Benjamin P. Quinn on May 2, 2025 (available here), by John A. Cosentino, Jr. on May 8, 2025 (available here), by Phillip C. Widman on May 8, 2025 (available here), by Timothy M. Lowney on May 8, 2025 (available here), by John A. Cosentino, Jr. on June 2, 2025 (available here), by Phillip C. Widman on June 2, 2025 (available here), by Ronald C. Whitaker on June 2, 2025 (available here), by Amir P. Rosenthal on June 2, 2025 (available here), by Terrence G. O’Connor on June 2, 2025 (available here), by Sarah F. Colbert on June 3, 2025 (available here), by Bruce T. Pettet on June 27, 2025 (available here), by Bruce T. Pettet on July 2, 2025 (available here), by Bruce T. Pettet on August 13, 2025 (available here), by Amir P. Rosenthal on November 17, 2025 (available here), by Thomas A. Dineen on March 4, 2026 (available here), by Shawn C. Leska on March 4, 2026 (available here), by Sarah F. Colbert on March 4, 2026 (available here), by Robert J. Werkmeister, Jr. on March 4, 2026 (available here), and by Michael W. Wilson on March 4, 2026 (available here). Additional information can also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 2, 2026, which is available here. Details concerning the nominees of Ruger’s Board of Directors for election at the 2026 Annual Meeting will be included in the Proxy Statement. These documents, including the definitive Proxy Statement (and any amendments or supplements thereto) and other documents filed by the Company with the SEC, are or will be available free of charge at the SEC’s website at www.sec.gov. Copies of the documents filed by Ruger are also available free of charge by accessing the "Corporate" section of the Company's website at www.ruger.com/corporate.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260309019339/en/
For further information, contact:
Rob Werkmeister, Senior Vice President of Marketing & Customer Experience
rwerkmeister@ruger.com
Sturm, Ruger & Co., Inc.
700 S Ayersville Rd
Mayodan, NC 27027 USA
Original: Ruger Sets the Record Straight on Competitor Beretta’s Attempt to Seize Control of Ruger
US Market News
4月前
Sturm, Ruger & Company, Inc. Reports Fourth Quarter and Full-Year 2025 ResultsMarch 2, 2026 4:05 PM
Business Wire
Delivered Fourth Quarter Net Sales of $151.1 million and Full-Year Net Sales of $546.1 Million
Generated $54.3 Million of Cash from Operations in 2025
Returned $36.2 Million of Cash to Shareholders in 2025
Declares Quarterly Dividend of $0.08 Per Share
Sturm, Ruger & Company, Inc. (NYSE: RGR) (“Ruger” or the “Company”) announced today its financial results for the fourth quarter and full-year 2025.
Fourth Quarter 2025 Financial Highlights
The Company achieved fourth quarter net sales of $151.1 million, a 3.6% increase over the $145.8 million achieved in the corresponding period in 2024.
For the fourth quarter, Ruger saw diluted earnings of $0.21 per share compared to $0.62 per share in the corresponding period in 2024.
On an adjusted basis, diluted earnings for the fourth quarter of 2025 were $0.26 per share.
Full-Year 2025 Financial Highlights
The Company achieved full-year net sales of $546.1 million, a 1.9% increase over the $535.6 million achieved in the corresponding period in 2024.
For the full-year, Ruger lost $0.27 per share in 2025 compared to diluted earnings of $1.77 per share in the corresponding period in 2024. Adjusted diluted earnings per share were $0.84 in 2025 and $1.86 in 2024.
The Company also announced today that its Board of Directors declared a dividend of $0.08 per share for the fourth quarter for stockholders of record as of March 16, 2026, payable on March 31, 2026. This dividend equates to approximately 40% of net income.
“We are encouraged by our fourth quarter and full-year results, with revenues exceeding the same periods last year despite a challenging consumer environment. This performance reflects the strength of our product strategy and our continued focus on innovation,” said Todd Seyfert, President and Chief Executive Officer. “During the fourth quarter, we launched 65 new models, including three new platforms – the Glenfield by Ruger rifle, the Red Label III shotgun and the Harrier rifle – all of which are seeing strong consumer demand. Along with the continued expansion of Marlin rifles, the American Rifle Gen II family and the RXM lineup, our product pipeline is delivering as planned and enabling Ruger to outperform the broader market.”
Additional Highlights
The estimated sell-through of the Company’s products from the independent distributors to retailers in 2025 increased by 4.5% from 2024, despite a 4.1% decrease in adjusted NICS during the same period.
Sales of new products, including the RXM pistol, Marlin lever-action rifles and American Centerfire Rifle Generation II, represented $173 million, or 33%, of firearm sales in 2025. New product sales include only major new products that were introduced in the past two years.
In 2025, the Company’s finished goods inventories decreased 47,700 units from the elimination of the models that were rationalized in the second quarter, while distributors’ inventories decreased 33,500 units reflecting strong retail pull through of our new products.
For 2025, cash generated from operations totaled $54.3 million. As of December 31, 2025, Ruger’s cash and short-term investments totaled $92.5 million. The Company’s current ratio is 3.9 to 1 and there is no debt.
In 2025, capital expenditures totaled $30.9 million, including $15.0 million for the Anderson acquisition in Hebron, KY.
In 2025, the Company returned $36.1 million to its shareholders through the payment of $10.1 million in quarterly dividends and $26.0 million through the repurchase of 733,000 shares of its common stock at an average cost of $35.60 per share.
“While our product momentum and demand remain strong, we must stay focused on improving our bottom-line performance. As I outlined last year, increasing profitability, aligning our manufacturing footprint with demand and right-sizing the business for the future are not optional – they are essential,” Seyfert added. “Over the past year, we have begun taking decisive actions to better balance capacity, control costs and position Ruger for long-term success. As we start 2026 our team continues to be focused on executing the plan, continuing to improve our cost structure and investing in the products and capabilities that will enable our growth and performance in the future.”
Today, the Company filed its Annual Report on Form 10-K for 2025. The financial statements included in this Annual Report on Form 10-K are attached to this press release.
The Annual Report on Form 10-K for 2025 is available on the SEC website at SEC.gov and the Ruger website at Ruger.com/corporate. Investors are urged to read the complete Annual Report on Form 10-K to ensure that they have adequate information to make informed investment judgments.
Earnings Call Information
The Company will host a webcast at 4:30pm ET today to discuss the fourth quarter and full-year 2025 financial results. Participants may access the live webcast via this link or by visiting Ruger.com/corporate. Those who wish to ask questions during the webcast will need to pre-register prior to the meeting.
About Sturm, Ruger & Co., Inc.
Sturm, Ruger & Co., Inc. is one of the nation's leading manufacturers of rugged, reliable firearms for the commercial sporting market. With products made in America, Ruger offers consumers almost 800 variations of 40 product lines, across the Ruger, Marlin and Glenfield brands. For over 75 years, Ruger has been a model of corporate and community responsibility. Our motto, “Arms Makers for Responsible Citizens®,” echoes our commitment to these principles as we work hard to deliver quality and innovative firearms.
Forward-Looking Statements
The Company may, from time to time, make forward-looking statements and projections concerning future expectations. Such statements are based on current expectations and are subject to certain qualifying risks and uncertainties, such as market demand, sales levels of firearms, anticipated castings sales and earnings, the need for external financing for operations or capital expenditures, the results of pending litigation against the Company, the impact of future firearms control and environmental legislation, and accounting estimates, any one or more of which could cause actual results to differ materially from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to publish revised forward-looking statements to reflect events or circumstances after the date such forward-looking statements are made or to reflect the occurrence of subsequent unanticipated events.
This press release includes certain non-GAAP financial measures, including EBITDA and adjusted earnings per share. These measures are not prepared in accordance with U.S. generally accepted accounting principles (GAAP) and should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Reconciliations of each non-GAAP measure to the most directly comparable GAAP measure are included in the tables accompanying this release.
STURM, RUGER & COMPANY, INC.
Consolidated Balance Sheets
(Dollars in thousands, except per share data)
December 31,
2025
2024
Assets
Current Assets
Cash and cash equivalents
$
18,451
$
10,028
Short-term investments
74,082
95,453
Trade receivables, net
64,510
67,145
Gross inventories
113,166
149,417
Less LIFO reserve
(67,058
)
(66,398
)
Less excess and obsolescence reserve
(3,227
)
(6,533
)
Net inventories
42,881
76,486
Prepaid expenses and other current assets
11,680
9,245
Total Current Assets
211,604
258,357
Property, plant and equipment
506,799
477,622
Less allowances for depreciation
(426,702
)
(406,373
)
Net property, plant and equipment
80,097
71,249
Deferred income taxes
19,720
16,681
Other assets
30,576
37,747
Total Assets
$
341,997
$
384,034
STURM, RUGER & COMPANY, INC.
Consolidated Balance Sheets (CONTINUED)
(Dollars in thousands, except per share data)
December 31,
2025
2024
Liabilities and Stockholders’ Equity
Current Liabilities
Trade accounts payable and accrued expenses
$
34,122
$
35,750
Contract liabilities with customers
-
-
Product liability
964
431
Employee compensation and benefits
15,023
18,824
Workers’ compensation
4,638
5,804
Total Current Liabilities
54,747
60,809
Lease liability
1,158
1,747
Employee compensation
2,271
1,835
Product liability accrual
61
61
Contingent liabilities
-
-
Stockholders’ Equity
Common stock, non-voting, par value $1:
Authorized shares – 50,000; none issued
Common stock, par value $1:
Authorized shares – 40,000,000
2025 – 24,490,478 issued,
15,944,253 outstanding
2024 – 24,467,983 issued,
16,790,824 outstanding
24,490
24,468
Additional paid-in capital
55,356
50,536
Retained earnings
422,045
436,609
Less: Treasury stock – at cost
2025 – 8,546,225 shares
2024 – 7,677,159 shares
(218,131
)
(192,031
)
Total Stockholders’ Equity
283,760
319,582
Total Liabilities and Stockholders’ Equity
$
341,997
$
384,034
STURM, RUGER & COMPANY, INC.
Consolidated Statements of Income and Comprehensive Income
(In thousands, except per share data)
Year ended December 31,
2025
2024
2023
Net firearms sales
$
543,474
$
532,608
$
540,746
Net castings sales
2,583
3,035
3,021
Total net sales
546,057
535,643
543,767
Cost of products sold
464,906
421,228
410,148
Gross profit
81,151
114,415
133,619
Operating Expenses (Income):
Selling
39,062
38,755
38,788
General and administrative
54,201
44,006
42,752
Other operating expense (income), net
187
-
(5
)
Total operating expenses
93,450
82,761
81,535
Operating (loss) income
(12,299
)
31,654
52,084
Other income:
Royalty income
1,401
857
658
Interest income
3,259
4,885
5,465
Interest expense
(94
)
(102
)
(205
)
Other income, net
572
481
822
Total other income, net
5,138
6,121
6,740
(Loss) income before income taxes
(7,161
)
37,775
58,824
Income taxes
(2,770
)
7,212
10,609
Net (loss) income and comprehensive (loss) income
$
(4,391
)
$
30,563
$
48,215
Basic (Loss) Earnings Per Share
$
(0.27
)
$
1.79
$
2.73
Diluted (Loss) Earnings Per Share
$
(0.27
)
$
1.77
$
2.71
Weighted average number of common shares outstanding – Basic
16,235,995
17,088,205
17,676,955
Weighted average number of common shares outstanding – Diluted
16,235,995
17,270,101
17,811,218
Cash Dividends Per Share
$
0.62
$
0.69
$
6.27
STURM, RUGER & COMPANY, INC.
Consolidated Statements of Cash Flows
(In thousands)
Year ended December 31,
2025
2024
2023
Operating Activities
Net (loss) income
$
(4,391
)
$
30,563
$
48,215
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Depreciation and amortization
22,871
22,063
22,383
Stock-based compensation
5,020
4,342
3,989
Excess and obsolescence inventory reserve
(767
)
413
1,308
Inventory write-off
17,002
-
-
Loss (gain) on disposal of assets
187
-
(5
)
Deferred income taxes
(3,039
)
(4,705
)
(5,867
)
Changes in operating assets and liabilities:
Trade receivables
2,635
(7,281
)
5,585
Inventories
21,191
2,911
(16,125
)
Trade accounts payable and accrued expenses
(2,746
)
3,789
(4,406
)
Contract liability with customers
-
(149
)
(882
)
Employee compensation and benefits
(3,416
)
(5,869
)
(6,469
)
Product liability
533
(188
)
372
Prepaid expenses, other assets and other liabilities
(772
)
9,615
(13,026
)
Income taxes receivable/payable
-
-
(1,171
)
Cash provided by operating activities
54,308
55,504
33,901
Investing Activities
Property, plant and equipment additions
(15,846
)
(20,821
)
(15,796
)
Purchase of Anderson Manufacturing assets
(15,010
)
-
-
Purchases of short-term investments
(108,905
)
(138,885
)
(192,627
)
Proceeds from maturity of short-term investments
130,276
145,917
249,274
Net proceeds from sale of assets
-
-
5
Cash (used for) provided by investing activities
(9,485
)
(13,789
)
40,856
Financing Activities
Dividends paid
(10,122
)
(11,829
)
(110,789
)
Repurchase of common stock
(26,100
)
(34,408
)
(11,811
)
Payment of employee withholding tax related to share-based compensation
(178
)
(624
)
(2,156
)
Cash used for financing activities
(36,400
)
(46,861
)
(124,756
)
Increase (decrease) in cash and cash equivalents
8,423
(5,146
)
(49,999
)
Cash and cash equivalents at beginning of year
10,028
15,174
65,173
Cash and cash equivalents at end of year
$
18,451
$
10,028
$
15,174
Non-GAAP Financial Measure
In an effort to provide investors with additional information regarding its results, the Company refers to various United States generally accepted accounting principles (“GAAP”) financial measures and three non-GAAP financial measures, EBITDA, EBITDA margin, and adjusted diluted earnings per share (“Adjusted EPS”), which management believes provides useful information to investors. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that the non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. The Company believes that EBITDA and EBITDA margin are useful to understanding its operating results and the ongoing performance of its underlying business, as EBITDA provides information on the Company’s ability to meet its capital expenditure and working capital requirements, and is also an indicator of profitability. The Company believes that this reporting provides better transparency and comparability to its operating results. The Company believes that Adjusted EPS is useful to understanding its operating results and the ongoing performance of its underlying business by identifying unusual and infrequent non-operating items that are not related to our ongoing operations and presenting our earnings per share independent of those items. The Company uses both GAAP and non-GAAP financial measures to evaluate its financial performance.
Non-GAAP Reconciliation – EBITDA and EBITDA Margin
EBITDA
(Unaudited, dollars in thousands)
Year ended December 31,
2025
2024
Net income
$
(4,391
)
$
30,563
Inventory rationalization
17,002
-
Income tax (benefit) expense
(2,770
)
7,212
Depreciation and amortization expense
22,871
22,063
Interest expense
94
102
Interest income
(3,259
)
(4,885
)
EBITDA
$
29,547
$
55,055
EBITDA margin
5.4
%
10.3
%
Net income margin
(0.8
)%
5.7
%
EBITDA is defined as earnings before interest, taxes, and depreciation and amortization. The Company calculates this by adding the amount of interest expense, income tax expense and depreciation and amortization expenses that have been deducted from net income back into net income, and subtracting the amount of interest income that was included in net income from net income to arrive at EBITDA. The Company’s EBITDA calculation also excludes certain one-time non-cash, non-operating expenses.
Non-GAAP Reconciliation – Adjusted EPS
Adjusted Diluted Earnings per Share
Adjusted diluted earnings per share is defined as (i) net income, adjusted to exclude items that may include, but are not limited to, significant charges or credits, and unusual and infrequent non-operating items that impact current results but are not related to our ongoing operations, such as M&A, integration and related costs, divided by (ii) the weighted average diluted common stock shares outstanding.
Three Months Ended
December 31,
Year Ended
December 31,
2025
2024
2025
2024
Diluted earnings per share
$
0.21
$
0.62
$
(0.27
)
$
1.77
Inventory rationalization
-
-
0.63
-
Product rationalization and SKU reduction
-
-
0.24
-
Organizational realignment
-
-
0.12
0.07
Stockholder rights issues
0.04
-
0.04
-
Senior leadership transition
0.01
-
0.08
0.02
Adjusted diluted earnings per share
$
0.26
$
0.62
$
0.84
$
1.86
View source version on businesswire.com: https://www.businesswire.com/news/home/20260302842080/en/
Sturm, Ruger & Co., Inc.
700 S Ayersville Rd
Mayodan, NC 27027
www.ruger.com
203-259-7843
Original: Sturm, Ruger & Company, Inc. Reports Fourth Quarter and Full-Year 2025 Results
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