Beretta Holding Nominates Four Highly Qualified, Independent Director Candidates to Ruger Board of Directors
LUXEMBOURG--( BUSINESS WIRE)--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 announced it has nominated a slate of four highly qualified, independent director candidates for election to the Company’s Board of Directors (the “Board”) at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). To receive important updates, visit www.ReloadRuger.com.
Beretta Holding issued the following statement:
“Beretta Holding is the largest shareholder of Ruger and one of the most experienced operators in the global firearms industry. For more than five centuries, we have navigated demand cycles, regulatory changes and technological disruption while building durable, profitable businesses grounded in disciplined leadership, continuous innovation, high-quality products and modern manufacturing – all underpinned by a governance culture grounded in accountability and long-term stewardship. We invested in Ruger because we believe in the strength of its storied American brand, meaningful assets and deeply loyal customer base. We did not invest to be adversarial. From the outset, our goal 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. We have also been clear about our desire to increase our ownership stake to further align on paths to value creation that benefit all shareholders.
Ruger recently announced a board refresh as a fait accompli. As Ruger’s largest shareholder, we would have expected to have had meaningful dialogue with Ruger prior to such announcement. We are concerned that the newly appointed directors not only lack any public company experience, but also lack the necessary capital markets and capital allocation expertise to address the underlying causes of Ruger’s sustained underperformance. In our view, this so-called refreshment is largely cosmetic and is structured to protect the interests of incumbent directors. As a result, it falls short of delivering the substantive change needed to strengthen accountability and drive long-term shareholder value.
Despite having lengthy tenures, the remaining incumbent directors collectively have de minimis shareholdings in the Company – approximately 1.0% ownership over their 65+ years of collective service – leading us to question whether they are more interested in defending their gratuitous all-cash retainers than in creating value for shareholders. 1 Rather than demonstrating meaningful alignment with shareholders, insiders have, in the aggregate, been net sellers of Ruger stock, raising serious questions about whether the Board’s incentives are aligned with long-term value creation. 2
The consequences of these issues are tangible. Despite operating in the same macroeconomic and regulatory environment as its peers – and during one of the most favorable demand environments in the Company’s history – Ruger has consistently lagged the firearms industry, delivered negative long-term shareholder returns and experienced sustained earnings and margin compression. Notably, net income has declined by more than 90% from its peak and now sits at its lowest level in a decade, reflecting a failure to translate opportunity into durable value creation. Ruger’s shares have also severely underperformed peers and relevant benchmarks over the past decade. In fact, the Company has lagged its closest public competitor, Smith & Wesson Brands, Inc., by -57.1% and the Russell 2000 by -81.5% over the last three years. 3
After careful consideration, we now believe the only remaining path forward for shareholders is to seek meaningful boardroom change at the upcoming Annual Meeting. That is why we have made the decision to nominate four highly qualified, independent director candidates for election to the Board.
For too long, Ruger’s Board has prioritized its own interests and self-preservation over accountability to the Company’s owners, the shareholders. The Board has a fiduciary duty to prioritize shareholder interests, yet the current Board’s actions have too often insulated incumbents. We believe shareholder-appointed directors are absolutely necessary to restore proper alignment, strengthen oversight and ensure that Ruger is operated with a singular focus on maximizing long-term value for shareholders, employees and customers. Our nominees bring deep capital allocation, operating, industry and corporate governance expertise and are prepared to step into the boardroom to introduce the disciplined oversight and fresh perspectives necessary to reverse value destruction and rebuild investor confidence.”
Director Candidate Biographies
Michael Christodolou
Mr. Christodolou is a financial and capital markets expert and public company director with 35+ years of expertise in corporate strategy, capital allocation, M&A and corporate governance.
William F. Detwiler
Mr. Detwiler is an experienced investment manager and corporate attorney with three decades of expertise in capital allocation, M&A, capital markets and accounting.
Mark W. DeYoung
Mr. DeYoung is a seasoned and capable firearms and outdoor industry executive with expertise in operations, finance, sales & marketing, M&A and corporate governance.
Fredrick DiSanto
Mr. DiSanto is an experienced senior executive and investment management expert with deep expertise in capital allocation, corporate finance, M&A and corporate governance.
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.