Beretta sends letter to Ruger board regarding partial tender offer

Beretta Holding, the largest shareholder of Sturm, Ruger & Company, with 9.95% ownership of the Company’s outstanding common stock, sent a letter to the Ruger Board of Directors regarding a potential partial tender offer for up to 20.05% of the outstanding shares of the Company it does not already own at a purchase price of $44.80 per share in cash, representing a significant premium of approximately 20% to the 60-day average price. Beretta said, “From the outset, Beretta Holding has been clear about the desire to make a more meaningful investment in the Company, further enhancing alignment with all shareholders; however, the Ruger Board responded by immediately and defensively standing in the way. Beretta Holding has asked the Board, in accordance with its fiduciary duties, to grant an exemption to the Company’s “poison pill” rights plan adopted on October 14, 2025, to allow Beretta Holding to acquire beneficial ownership of up to 30% of the outstanding shares of the Company by way of a premium tender offer – providing shareholders with the opportunity to decide for themselves. Beretta Holding firmly believes that shareholders deserve to determine whether they want to partner with a highly aligned, long-term strategic investor with deep industry expertise, or maintain the status quo under a Board whose members collectively own less than 1% of the Company’s outstanding shares and whose tenure has coincided with significant value deterioration. Beretta Holding has constantly sought to engage in constructive, good faith discussions with the Ruger Board and remains open to continued dialogue in the best interests of both companies and their stakeholders. Contrary to certain portrayals, Beretta Holding cannot be considered as a direct competitor of Ruger within the U.S. market. The majority of its sales in the U.S. are focused on shotguns and related products, as well as ammunition and optics. While the group and its subsidiaries also offer rifles and pistols, these categories represent a relatively minor portion of its U.S. business. Furthermore, within the rifle and pistol segments, the Group’s products are positioned differently from those offered by Ruger, and as such, they are not direct competitors in these areas.”