Sturm Ruger, Beretta Holding enter strategic cooperation agreement

Sturm, Ruger & Company entered a Strategic Cooperation Agreement with Beretta Holding, the Company’s largest shareholder. Under the terms of the Agreement, Ruger is expected to allow Beretta Holding to increase its investment to up to 25% of the Company’s outstanding shares. The minimum partial tender offer price shall be $44.80 per share in cash – which represents a ~20% premium to the Company’s 60-day volume-weighted average share price prior to Beretta Holding’s tender offer announcement. Such tender offer has not yet commenced and will be subject to applicable regulatory approvals. In connection with this increased investment, Beretta Holding will have the right to nominate up to two independent directors following the 2026 Annual Meeting of Shareholders and regulatory approval. At that time, the Company will temporarily expand the Board. The nominees will be subject to Ruger’s Nominating and Governance Committee process and qualification criteria. As part of the agreement, Beretta Holding has committed to a three-year standstill, during which it will not, among other things, initiate or support any proxy contest or similar action. Over that period, Beretta Holding will also vote its shares in alignment with the Ruger Board’s recommendations on all matters. Additionally, Beretta Holding has withdrawn its director nominations for the 2026 Annual Meeting of Shareholders and only Ruger Board-recommended candidates will be up for election at the meeting.