🔒CT firearms manufacturer Sturm Ruger faces proxy fight with European investor

Southport-based Sturm, Ruger & Co. is facing a boardroom challenge from its largest shareholder, which is seeking to reshape the firearms manufacturer’s leadership and strategy. Beretta Holding, which recently disclosed a 9.95% ownership stake in Ruger, said it intends to put forward a slate of independent candidates for election to the company’s board at the 2026 annual meeting of shareholders. The Luxembourg-based firearms group, which is the parent company of Italian gun manufacturer Beretta, accompanied the nominations with a pointed critique of Ruger’s leadership and oversight, arguing that recent board changes did not adequately address deeper operational and strategic issues. Sturm, Ruger earlier this week announced that it was shaking up its board by replacing three members. Beretta said Ruger has struggled to deliver consistent shareholder returns and cited what it described as long-term pressure on earnings and profit margins. The company also raised questions about capital allocation decisions and the degree of stock ownership among Ruger’s incumbent directors. According to Beretta, the board’s recent refreshment effort did not represent meaningful change and failed to incorporate directors with sufficient public company, capital markets or capital allocation experience. Beretta’s nominees are Michael Christodolou, William F. Detwiler, Mark DeYoung and Fredrick DiSanto. The candidates bring backgrounds in investment management, corporate finance, executive leadership and firearms industry operations. In announcing the slate, Beretta said it believes additional shareholder-backed representation is necessary to strengthen board oversight and improve long-term performance. Beretta also indicated it plans to pursue a proxy solicitation, stating it expects to file preliminary materials with the U.S. Securities and Exchange Commission ahead of the shareholder meeting. Beretta’s board challenge follows a turbulent year for Ruger marked by restructuring efforts and earnings pressure. Shortly after Todd Seyfert assumed the CEO role in early 2025, the firearms manufacturer reported a significant quarterly loss driven largely by one-time restructuring expenses, including inventory write-downs, product rationalization costs and organizational changes. Company filings at the time indicated Ruger was reshaping its operations and product portfolio as part of a broader performance reset. In October, Ruger adopted a one-year shareholder rights plan after Beretta disclosed it had accumulated a sizable equity stake. Such plans, commonly referred to as poison pills, are designed to make it more difficult for investors to rapidly increase ownership positions without board approval. Ruger said the measure was intended to protect shareholders and provide directors time to evaluate Beretta’s intentions. Recent financial results show Ruger has continued to face profitability challenges even as revenue remained relatively stable. In the third quarter of 2025, the company reported net sales of $126.8 million, up 3.7% from the year-ago period, while its profits shrunk to $1.6 million, or 10 cents per share, compared to $4.7 million, or 28 cents per share, a year earlier. For the first nine months of 2025, Ruger recorded a net loss of approximately $7.9 million. Despite the earnings pressure, the company remained debt-free and reported roughly $80.8 million in cash and short-term investments as of late September. In the third quarter earnings report, CEO Seyfert said the “results reflect both the realities of a challenging macro environment and the actions we are taking to position Ruger for long-term growth. Earlier this year, we took steps to strengthen our foundation, and we are now seeing the early benefits of that work — stronger topline performance, encouraging new product announcements and growing market share. We will continue to focus on improving our profitability by addressing our cost structure." Beretta Holding operates a global portfolio of firearms, optics and ammunition businesses. Sturm Ruger is one of the largest publicly traded firearms manufacturers in the United States. The company’s stock price was trading at $36.99 as of 11 a.m. Thursday, up about 1.5%. Over the last 52 weeks, the company’s stock price has traded between $28.33 to $48.21.