Southport-based gunmaker Sturm, Ruger & Co. announced Monday it has reached a cooperation agreement with its largest shareholder, Beretta Holding S.A., resolving a dispute that had been escalating in recent months over ownership, board control and strategy.
The agreement follows Beretta’s March proposal to launch a premium tender offer and boost its stake to roughly 30%, along with a push for board seats that Ruger had rejected at the time.
Under the new deal, disclosed in a May 2 filing with the U.S. Securities and Exchange Commission, Beretta will be allowed — pending regulatory approvals — to increase its ownership to up to 25% of Ruger’s outstanding shares, below the level it had previously sought.
In exchange, Beretta has dropped its proxy challenge. The company withdrew its director nominations for Ruger’s 2026 annual meeting and agreed to halt related solicitation efforts.
Instead, Beretta will gain the right to nominate up to two independent directors to Ruger’s board after the annual meeting, subject to approval and governance requirements.
The agreement also imposes a standstill period of about three years, during which Beretta cannot pursue a takeover or proxy fight and must generally vote its shares in line with Ruger’s board recommendations.
The companies are also preserving a version of Beretta’s earlier acquisition proposal. Once regulatory approvals are secured, Beretta is expected to move forward with a tender offer to purchase up to roughly 15% of Ruger’s shares at a price of at least $44.80 per share — matching the price outlined in its March proposal and representing a premium to recent trading levels.
Ruger said the agreement is intended to provide stability and create a structured framework for engagement with its largest investor, while continuing to operate as an independent, publicly traded U.S. company.
Beretta said the arrangement aligns with its long-term strategy to expand in the U.S. market and support Ruger’s growth.
Ruger is a major U.S. firearms manufacturer focused on the civilian sporting market, producing rifles, pistols and revolvers. Beretta, a global gunmaker with operations in Europe and the United States, produces firearms for military, law enforcement and commercial customers, including shotguns, pistols and rifles.
The companies also said they will explore potential business collaborations, including in manufacturing, sourcing and distribution, though no specific initiatives have been announced.
The agreement does not outline any changes to Ruger’s headquarters, workforce or manufacturing footprint.
