📜 What This Proxy Statement Is 📰

This document is a preliminary Proxy Statement, filed by Beretta Holding S.A. It is essentially a highly detailed, formal proposal to the shareholders of Sturm, Ruger & Company, Inc. (RGR), seeking to dramatically change the direction of the company. 🧭

Since Beretta Holding is the largest shareholder—holding 1,587,000 shares, representing approximately 9.95% of the outstanding stock—they are using this platform to exercise their influence. Their primary goal is to force a "Board refreshment" and restore "disciplined oversight" to what they see as a struggling company.

👉 In short, this isn't just an information packet; it's an activist campaign designed to change the people running Ruger.

🏭 Beretta's Position and Core Strategy 💡

Beretta Holding frames its involvement as that of a "constructive strategic partner" rather than an antagonist. They argue that their commitment to Ruger stems from a belief in its "storied American brand" and loyal customer base. 🇺🇸

Beretta asserts that the current leadership has been flawed, stating that the Board has "prioritized its own interests and self-preservation over accountability to the Company’s owners, the shareholders."

• The Strategy: Beretta believes the only way to achieve meaningful change is through a proxy contest—pushing a slate of new directors to the 2026 Annual Meeting of Stockholders.
• The Dispute: The filing details a significant disagreement over the relationship. The Company repeatedly portrayed Beretta as a "direct competitor," which Beretta vehemently denies. They clarify that their U.S. sales are focused on shotguns, ammunition, and optics, representing only a "relatively minor portion" of their total U.S. business.
• Why it Matters: This statement lays out the core narrative: Beretta sees itself as a concerned investor seeking to help a valuable asset, while the Company’s Board is seen as obstructing that help.

📉 Critique of Ruger’s Financial Performance 📊

A significant portion of the proxy statement is dedicated to criticizing Ruger’s historical and current financial performance. Beretta argues that the decline in value is not due to unavoidable industry cycles, but rather due to "strategic missteps, ineffective capital allocation decisions and weak governance practices." 📉

The metrics cited paint a picture of severe decline:

• Net Income: Beretta points out that net income has declined by "more than 90% from its peak and now sits at its lowest level in a decade."
• Margins: The company has experienced a sustained drop in profitability, with reports of "23% gross margin compression" and "30% operating margin compression" since 2021.
• Market Failure: Beretta argues that Ruger has "significantly underperformed its closest public peer, Smith & Wesson Brands, Inc. (“Smith & Wesson”)... over the past decade."

👉 These figures are the foundation of the activist argument: if the numbers are bad, the management is responsible, and the Board must change.

🛡️ Governance Failures and Entrenchment Concerns 🚨

Beretta’s most pointed criticisms are aimed at the corporate governance structure itself. They allege that the current Board is controlled by an "inner circle of directors with excessive tenures," which they claim is shielding themselves from accountability. 👴

• Lack of Accountability: Beretta suggests that the long-tenured directors, some of whom oversee multiple critical committees (Audit, Compensation, Risk Oversight), have created an environment where management’s failure to deliver value is unchecked.
• The "Poison Pill" Dispute: The Company adopted a "shareholder rights plan" (the Poison Pill) that prevents shareholders from acquiring 10% or more of the company's stock. Beretta views this mechanism as a defensive tactic used to resist external oversight rather than protect shareholders.
• The Conclusion: Beretta argues that the governance structure itself, led by individuals who "seemingly believe that they are not accountable to the shareholders," is the root cause of the company's underperformance.

👥 The Nominees for Board Refreshment 🧠

To enact their vision of reform, Beretta Holding is nominating a slate of four highly qualified director candidates: Michael N. Christodolou, William F. Detwiler, Mark W. DeYoung, and Fredrick D. DiSanto. 🌟

Beretta details the professional expertise of each candidate:

• Michael N. Christodolou: Brings extensive experience in finance and capital markets, serving on boards like Lindsay Corporation and NETSTREIT.
• William F. Detwiler: Has deep experience in auditing, risk management, and corporate law, having worked at Price Waterhouse Coopers (PwC) and managing investment funds.
• Mark W. DeYoung: Is a seasoned executive in the firearms and outdoor industry, having led Vista Outdoor Inc. and previously serving as CEO of Alliant Techsystems Inc.
• Fredrick D. DiSanto: Has significant background in corporate finance, risk management, and governance, serving on boards such as The Eastern Company and Regional Brands, Inc.

👉 The rationale is that this group offers a necessary mix of deep capital allocation, operating, industry, and governance expertise to reverse the decline.

💼 The Proposed Tender Offer & Capital Opportunity 💰

On March 25, 2026, Beretta significantly escalated its actions by proposing a partial tender offer to acquire up to 20.05% of the Company’s outstanding shares. This offer was highly attractive because it provided shareholders with a "significant premium" for liquidity. 🚀

• Terms: The offer was structured as an "all-cash partial tender offer" at a "20% premium to the 60-day average price (VWAP)."
• The Condition: Crucially, Beretta tied this entire offer to the Company’s waiver of the Poison Pill, arguing that this was necessary to allow shareholders to freely make their own choice.
• The Reaction: Following this public announcement, the Company’s share price reportedly "skyrocketed by 6.56% that same day, reaching $43.35 per share," suggesting strong shareholder support for Beretta's vision.

📅 Key Meeting Dates & Timeline of Conflict 🕰️

The filing provides an extensive chronology of increasingly heated engagements between the two parties. ⚔️

• Early 2025: Beretta initially began accumulating shares, filing a Schedule 13D disclosing a 7.7% stake.
• Oct - Nov 2025: The tension escalated, marked by the Board adopting the Poison Pill and Beretta refusing to enter into "non-market-standard" standstill agreements.
• Feb 2026: Beretta formally delivered a Nomination Notice, solidifying the dispute.
• Mar 25, 2026: Beretta launched the tender offer, leading to the price spike and the public conflict over the Poison Pill.
• Apr 21, 2026: Beretta filed this final preliminary proxy statement, continuing its campaign for Board change.

👉 The timeline shows a continuous pattern of failed cooperation, defensive actions from the Company, and escalating shareholder interventions from Beretta.

🗳️ Voting Mechanics and Required Action ✅

The document contains detailed instructions on how shareholders must vote their proxies. Shareholders must use the enclosed WHITE universal proxy card.

• The Choice: Shareholders have the option to vote for the four Beretta nominees and five (5) of the Company’s nominees (the "Unopposed Company Nominees").
• The Recommendation: Beretta strongly urges shareholders to vote “FOR” all four of the Beretta nominees and the five Unopposed Company nominees.
• The Legal Effect: The filing warns that the vote for the Beretta nominees will legally result in the replacement of four incumbent directors.
• Voting Mechanism: The proxies are being collected via a white universal proxy card, making the latest dated card the only one that counts.

📞 Contact Information and Resources 🗺️

For shareholders seeking assistance with their vote or needing more materials, specific contacts are provided:

• Assistance Provider: Saratoga Proxy Consulting LLC
• Toll-Free Number: (888) 368-0379
• Email: [email protected]

🧠 The Analogy

Think of Beretta Holding as a highly skilled mechanic who buys a valuable but aging sports car (Ruger). They see the engine (the company) is incredible, but the current owner (the Board) keeps putting bad oil in it, neglecting maintenance, and adding unnecessary, complicated safety features (the Poison Pill) that actually prevent anyone from checking the engine properly. Beretta’s intervention is the mechanic saying, "I love this car, but the current mechanics are incompetent; we need to replace the crew to get you back on the road."

🧩 Final Takeaway

Beretta Holding is executing a massive proxy campaign to replace the existing board of directors at Ruger, arguing that years of poor governance and misallocated capital have caused significant value erosion. The battle hinges on whether shareholders agree that fundamental change—supported by a minority stakeholder—is necessary for Ruger to reach its true potential.