Southport-based Sturm, Ruger & Company Inc. is facing a new escalation in its dispute with its largest shareholder.
Southport-based Sturm, Ruger & Company Inc. is facing a new escalation in its dispute with its largest shareholder, after Beretta Holding S.A. outlined a proposal to significantly increase its ownership stake through a premium share purchase.
Beretta said it has sent a letter to Ruger’s board, authored by General Manager Robert Eckert, proposing an all-cash partial tender offer to acquire up to 20.05% of the company’s outstanding shares it does not already own, at a price of $44.80 per share. The offer represents about a 20% premium to Ruger’s 60-day average stock price.
If completed, the deal would increase Beretta’s ownership to roughly 30%. The company is also asking Ruger’s board to exempt it from a shareholder rights plan adopted in October 2025 — commonly known as a “poison pill” — that restricts large accumulations of stock.
The proposal comes weeks after Ruger publicly rejected Beretta’s earlier push for board seats and expanded governance rights, saying the European gunmaker was seeking influence on terms that would disadvantage other shareholders.
In its latest communication, Beretta said the tender offer would allow shareholders to decide whether to sell shares at a premium and support what it described as a long-term strategic partnership aimed at improving Ruger’s financial and operational performance.
Beretta also pushed back on Ruger’s earlier characterization of the companies as direct competitors, saying most of its U.S. business is concentrated in shotguns, ammunition and optics, with rifles and pistols representing a smaller portion of its domestic sales.
The company argued that increasing its stake to 30% would not amount to de facto control, but would position it as a significant long-term investor with industry expertise.
Ruger has not publicly responded to the tender offer proposal. In its earlier statement,
the company said it rejected Beretta’s prior requests because they included discounted share issuances and governance provisions that could dilute other investors and compromise the company’s independence.
Beretta has been pressing for changes at Ruger, including nominating four director candidates ahead of the company’s 2026 annual meeting. The investor has criticized Ruger’s performance, noting the company reported a net loss of $4.4 million in 2025, compared with net income of $30.6 million a year earlier.
The tender offer has not yet been formally launched. If it proceeds, Beretta said it would file the required materials with the Securities and Exchange Commission, and Ruger would issue a recommendation to shareholders.
