Highlights That Ruger’s Current Reactive and Insufficient Board Self-Refreshment Leaves Entrenched Management and Governance Failures Unaddressed
Particulars Sustained Shareholder Worth Destruction Pushed by Margin Compression, Alarming Misalignment of Pursuits, Ineffective Capital Allocation and Strategic Missteps
Nominates Extremely Certified and Unbiased Director Candidates with Confirmed Capital Allocation, Working, Trade, and Company Governance Experience to Assist Restore Accountability and Maximize Shareholder Worth
LUXEMBOURG – Beretta Holding S.A. (“Beretta Holding” or “we”), a family-owned group main the worldwide premium mild firearms, optics and ammunition trade and the most important shareholder of Sturm, Ruger & Firm, Inc. (“Ruger” or the “Firm”), with 9.95% possession of the Firm’s excellent frequent inventory, as we speak introduced it has nominated a slate of 4 extremely certified, unbiased director candidates for election to the Firm’s Board of Administrators (the “Board”) on the 2026 Annual Assembly of Shareholders (the “Annual Assembly”). To obtain necessary updates, go to www.ReloadRuger.com.
Beretta Holding issued the next assertion:
“Beretta Holding is the most important shareholder of Ruger and one of the crucial skilled operators within the international firearms trade. For greater than 5 centuries, we now have navigated demand cycles, regulatory adjustments and technological disruption whereas constructing sturdy, worthwhile companies grounded in disciplined management, steady innovation, high-quality merchandise and fashionable manufacturing – all underpinned by a governance tradition grounded in accountability and long-term stewardship. We invested in Ruger as a result of we imagine within the power of its storied American model, significant property and deeply loyal buyer base. We didn’t make investments to be adversarial. From the outset, our objective has been collaborative engagement centered on how we are able to associate with Ruger to enhance efficiency and ship sustainable long-term worth for all shareholders, staff and clients. Now we have additionally been clear about our need to extend our possession stake to additional align on paths to worth creation that profit all shareholders.
Ruger not too long ago introduced a board refresh as a fait accompli. As Beretta’s largest shareholder, we might have anticipated to have had significant dialogue with Ruger previous to such announcement. We’re involved that the newly appointed administrators not solely lack any public firm expertise, but additionally lack the required capital markets and capital allocation experience to deal with the underlying causes of Ruger’s sustained underperformance. In our view, this so-called refreshment is essentially beauty and is structured to guard the pursuits of incumbent administrators. In consequence, it falls in need of delivering the substantive change wanted to strengthen accountability and drive long-term shareholder worth.
Regardless of having prolonged tenures, the remaining incumbent administrators collectively have de minimis shareholdings within the Firm – roughly 1.0% possession over their 65+ years of collective service – main us to query whether or not they’re extra fascinated with defending their gratuitous all-cash retainers than in creating worth for shareholders.[1] Relatively than demonstrating significant alignment with shareholders, insiders have, within the combination, been web sellers of Ruger inventory, elevating severe questions on whether or not the Board’s incentives are aligned with long-term worth creation.[2]
The implications of those points are tangible. Regardless of working in the identical macroeconomic and regulatory atmosphere as its friends – and through one of the crucial favorable demand environments within the Firm’s historical past – Ruger has persistently lagged the firearms trade, delivered damaging long-term shareholder returns and skilled sustained earnings and margin compression. Notably, web revenue has declined by greater than 90% from its peak and now sits at its lowest degree in a decade, reflecting a failure to translate alternative into sturdy worth creation. Ruger’s shares have additionally severely underperformed friends and related benchmarks over the previous decade. In actual fact, the Firm has lagged its closest public competitor, Smith & Wesson Manufacturers, Inc., by -57.1% and the Russell 2000 by -81.5%, over the past three years.[3]
After cautious consideration, we now imagine the one remaining path ahead for shareholders is to hunt significant boardroom change on the upcoming Annual Assembly. That’s the reason we now have made the choice to appoint 4 extremely certified, unbiased director candidates for election to the Board.
For too lengthy, Ruger’s Board has prioritized its personal pursuits and self-preservation over accountability to the Firm’s homeowners, the shareholders. The Board has a fiduciary responsibility to prioritize shareholder pursuits, but the present Board’s actions have too usually insulated incumbents. We imagine shareholder-appointed administrators are completely obligatory to revive correct alignment, strengthen oversight and make sure that Ruger is operated with a singular deal with maximizing long-term worth for shareholders, staff and clients. Our nominees carry deep capital allocation, working, trade and company governance experience and are ready to step into the boardroom to introduce the disciplined oversight and recent views essential to reverse worth destruction and rebuild investor confidence.”
Director Candidate Biographies
Michael Christodolou
Mr. Christodolou is a monetary and capital markets knowledgeable and public firm director with 35+ years of experience in company technique, capital allocation, M&A and company governance.
Mr. Christodolou is the Supervisor of Inwood Capital Administration, LLC, an funding agency he based in 2000.
Previous to founding Inwood Capital Administration, Mr. Christodolou spent his early profession at Bass Brothers/Taylor & Firm, an funding agency related to the Bass household, the place he led quite a few constructive activist funding initiatives.
Mr. Christodolou serves on the boards of administrators at Lindsay Company (NYSE: LNN), the place he served as Chairman from 2003-2015, and at NETSTREIT (NYSE: NTST).
He additionally beforehand served on the boards of administrators of the next public corporations: Omega Protein Company till its acquisition in 2017, Farmland Companions Inc. (NYSE: FPI), and XTRA Company till it was acquired by Berkshire Hathaway Inc. in 2001.
William F. Detwiler
Mr. Detwiler is an skilled funding supervisor and company legal professional with three a long time of experience in capital allocation, M&A, capital markets and accounting.
Mr. Detwiler at present serves as co-founder and Managing Companion of Fernbrook Capital Administration, an funding agency.
Beforehand, Mr. Detwiler was a Managing Director at GLC Advisors & Co., an funding banking agency, and previous to that, he served as Chief Funding Officer of United Security Ltd., a worldwide supplier of commercial security companies.
Earlier in his profession, Mr. Detwiler co-founded Watch Hill Companions and Three Ocean Companions, the place he led the principal investing platforms throughout each companies. Previous to beginning Watch Hill, Mr. Detwiler was an M&A legal professional and a legislation clerk for United States District Decide Malcolm Muir of the USA District Court docket for the Center District of Pennsylvania.
Mr. Detwiler started his profession at PricewaterhouseCoopers. He holds a M.S. diploma in accounting in addition to a J.D. from Villanova College Faculty of Regulation. Mr. Detwiler stays a member of the New York State Bar Affiliation.
Mark W. DeYoung
Mr. DeYoung is a seasoned and succesful firearms and outside trade government with experience in operations, finance, gross sales & advertising and marketing, M&A and company governance.
Mr. DeYoung was previously Chairman and CEO of Vista Out of doors Inc. (previously NYSE: VSTO), a number one international designer, producer and marketer in taking pictures sports activities and outside merchandise.
Previous to Vista Out of doors, DeYoung was President and CEO of Alliant Techsystems Inc. (previously NYSE: ATK), an aerospace and protection merchandise, and industrial arms and ammo producer.
Mr. DeYoung has led numerous corporations and suggested and led M&A transactions throughout the firearms trade, together with creating Vista Out of doors Inc. through spin-off from Alliant Techsystems.
Mr. DeYoung served on the boards of administrators of Vista Out of doors Inc. and Orbital ATK Inc. (n/okay/a Northrop Grumman Innovation Techniques).
Fredrick DiSanto
Mr. DiSanto is an skilled senior government and funding administration knowledgeable with deep experience in capital allocation, company finance, M&A and company governance.
Mr. DiSanto at present serves because the Chairman and CEO of Ancora Holdings Group, a personal wealth advisor and institutional asset supervisor.
Previous to his function at Ancora Holdings Group, Mr. DiSanto was CEO of Regional Manufacturers Inc. (OTC: RGBD). Earlier in his profession, Mr. DiSanto served as Government Vice President and Supervisor of Fifth Third Financial institution’s Funding Advisors Division (NASDAQ: FITB), President and COO of Maxus Funding Group and Managing Companion at Gelfand Companions Asset Administration.
Mr. DiSanto has served as a director at a number of manufacturing corporations together with as Chair of the Compensation Committee at The Jap Firm (NASDAQ: EML) and as a member of the board at Ampco-Pittsburgh Company (NYSE: AP).
Mr. DiSanto additionally served as a director at Regional Manufacturers Inc. and Alithya Group Inc. (OTCMKTS: ALYAF) and as Chair of Case Western Reserve College’s Board of Trustees.
About Beretta Holding S.A.
With roots relationship again to 1526, Beretta Holding is a worldwide family-owned industrial group working by way of greater than 50 subsidiaries and over 20 internationally acknowledged manufacturers, with a powerful manufacturing footprint in Europe and the USA supporting protection, legislation enforcement, searching and taking pictures sports activities markets.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Beretta Holding S.A. (“Beretta Holding”) intends to file a preliminary proxy assertion and accompanying WHITE common proxy card with the Securities and Trade Fee (“SEC”) for use to solicit votes for the election of Beretta Holding’s slate of extremely certified director nominees on the 2026 annual assembly of stockholders of Sturm, Ruger & Firm, Inc., a Delaware company (the “Firm”).
BERETTA HOLDING STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS, INCLUDING A PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The contributors within the proxy solicitation are anticipated to be Beretta Holding, William F. Detwiler, Mark DeYoung, Fredrick DiSanto and Michael Christodolou.
As of the date hereof, Beretta Holding instantly beneficially owns 1,587,000 shares of frequent inventory, $1 par worth per share, of the Firm (the “Widespread Inventory”). As of the date hereof, Messrs. Detwiler, DeYoung, DiSanto and Christodolou don’t beneficially personal any shares of Widespread Inventory.
