Beretta and Ruger clash over board nominations and governance

A dispute between Italian firearms group Beretta Holding and US manufacturer Ruger has intensified after Beretta nominated four candidates for election to Ruger’s board of directors.
Ruger confirmed that it received formal notice of the nominations from Beretta Holding on February 24, 2026. The nominations are expected to be contested at Ruger’s 2026 Annual Meeting of Stockholders.
Beretta is currently Ruger’s largest shareholder, holding approximately 9.95% of the company’s outstanding shares.
The disagreement stems from Beretta’s investment in Ruger, which first became public in September 2025 when Beretta disclosed a 7.7% stake through a Schedule 13D filing in the United States.
According to Ruger, the company attempted to open discussions with Beretta following the disclosure and asked the investor to pause additional share purchases while talks took place. Ruger said Beretta declined to do so, prompting the board to adopt a short-term shareholder rights plan in October 2025.
Ruger said the measure was introduced to protect shareholders from what it described as a potential “creeping takeover”.
In a detailed statement responding to Beretta’s recent communications, Ruger said discussions between the companies included meetings in Paris in December 2025 and Luxembourg in February 2026 but ultimately failed to produce an agreement.
Ruger also alleged that Beretta sought terms that would have increased its ownership significantly while providing governance rights that the company said could undermine Ruger’s independence as a publicly listed US manufacturer.
Beretta strongly disputed Ruger’s characterisation of events and issued a separate statement outlining its position.
The Italian group said its objective had always been “collaborative engagement” focused on exploring ways to improve Ruger’s performance and create long-term value for shareholders.
Beretta said it had explored the possibility of making a strategic minority investment in Ruger and argued that such an investment could allow the US manufacturer to draw on Beretta’s experience in the global firearms sector.
The company also criticised Ruger’s governance structure and recent board changes, arguing that the company’s board had overseen a period of financial underperformance and had resisted meaningful shareholder engagement.
Beretta nominated four candidates for election to Ruger’s board as independent directors, stating that the nominees would bring additional capital allocation, operating and governance expertise.
Ruger rejected Beretta’s claims that its board refreshment was reactive, pointing out that several new directors have been appointed during the past year through its established governance processes.
Both companies said they remain open to continued dialogue, although the dispute is now likely to be decided by shareholders at Ruger’s upcoming annual meeting.
The outcome of the vote could have wider implications for the global firearms industry. Beretta is one of the world’s oldest firearms manufacturers, while Ruger remains one of the largest publicly traded firearms companies in the United States.
- Log in or register to post comments














