Ruger and Beretta announced a strategic cooperation agreement that formalizes a partnership between the U.S. firearms manufacturer and its largest shareholder, the Italian firearms group Beretta Holding S.A.
Under the agreement, Beretta can increase its ownership stake to 25% of Ruger’s outstanding equity, and will receive the right to nominate up to two independent directors after the 2026 annual meeting, subject to regulatory approval. Beretta also agreed to a three‑year stand‑still period during which it will not initiate or support any proxy contest. The parties agreed that Beretta will vote its equity in alignment with the Ruger board’s recommendations on most matters, and that it has withdrawn its earlier director nominations for the 2026 meeting. The agreement also includes a minimum partial tender offer price of $44.80 per equity unit, representing roughly a 20% premium to the 60‑day volume‑weighted average price before the tender offer was announced.
Ruger’s 2025 financial results showed net sales of $546.1 million, up 1.9% from $538.5 million in 2024. The company reported a net loss of $0.27 per equity unit for the full year, compared with a diluted earnings per unit of $1.77 in 2024. Adjusted diluted earnings per unit were $0.84 in 2025 versus $1.86 in 2024, reflecting the impact of restructuring costs and margin pressures. The EBITDA margin fell to 5.4% from 10.3% in the prior year, underscoring the cost inflation and investment in new product development that the company has undertaken.
Todd Seyfert, Ruger’s president and chief executive officer, said the company was encouraged by its fourth‑quarter and full‑year results, noting that revenue growth was driven by strong demand for new models and that the company’s product strategy and innovation were delivering results. John Cosentino, chairman of the board, emphasized that the agreement would provide stability, avoid further expense and distraction, and create a framework for productive engagement with Beretta while preserving Ruger’s independence and governance standards. Pietro Gussalli, chairman and chief executive officer of Beretta Holding, highlighted that the cooperation aligns with the group’s strategy to strengthen its presence in the United States and that the partnership would support Ruger’s long‑term development.
The agreement resolves a governance dispute that had seen Beretta acquire a 9.95% stake and propose a tender offer to increase its ownership to around 30%. By agreeing to the terms above, Beretta will be able to increase its stake to 25% while Ruger retains control over its board composition and strategic direction. The partnership is expected to provide a stable foundation for Ruger’s future growth initiatives, including expansion of production capacity, continued investment in new product launches, and efforts to improve operating margins.
Investors welcomed the resolution of the dispute, viewing the cooperation as a positive step toward long‑term value creation for all stakeholders. The agreement is expected to reduce uncertainty around governance and ownership, allowing Ruger to focus on its core business and strategic priorities.
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