Beretta Quietly Became the Largest Shareholder of Ruger. Now the American Gunmaker Is Warning of a Takeover
A months-long battle between two of the biggest names in the firearms market went public last week, signaling a contentious shareholder vote that’s rare in the close-knit gun industry.
In September Beretta Holding acquired 7.7 percent of Sturm, Ruger & Co. stock, then increased its total stake in the company to nearly 10 percent. That makes it the American gunmaker’s largest single shareholder. Then in February, Beretta Holding nominated four new candidates to Ruger’s board of directors. The company claims it wanted to leverage its 500 years in the gun business to protect its investment and guide the company in the right direction. Meanwhile, Ruger is claiming nothing short of an attempted takeover.
Each company’s position was laid bare in dueling press releases last week, and on Thursday, Beretta Holding published an open letter to Ruger that condemned everything from Ruger’s “disappointing returns to shareholders” to its “lackluster” shotgun offerings. Their competing public statements increasingly resemble the sort of attack ads that lead up to a contested political election. That’s because this spring, Ruger shareholders will cast their votes for board members who will, theoretically, honor Ruger’s continued management or support Beretta Holding’s intervention.
Ruger is the largest firearms manufacturer in America. Beretta Holding is the largest firearms company in the world, with more than 50 brands under its name. It’s not hyperbole to say the outcome of the upcoming shareholder vote will impact the American firearm market for decades — even if American gun owners don’t necessarily realize it.
The “Creeping Takeover”
After Beretta Holding disclosed (as required by federal law) that it had acquired 7.7 percent of Ruger stock in September, Ruger says its board members repeatedly attempted to negotiate with its Europe-based competitor. Meanwhile, Beretta Holding continued to acquire a stake in Ruger against its wishes, reaching 9.95 percent ownership in early October. In response, Ruger deployed something called a poison-pill defense — a tactic designed to stop the European conglomerate from buying even more Ruger stock.
In its initial federal disclosure, Beretta Holding declared it did “not have a present intention of seeking control” of Ruger. (That claim was not updated in the Securities and Exchange Commission.) Instead, the corporation has maintained it simply wants a “strategic minority interest” to reverse what it calls Ruger’s “deteriorating financial performance.” Ruger contends that “Beretta’s Chair indicated a long-term plan to combine Ruger with Beretta but made no formal proposal” at a meeting in December.
After confidential negotiations fell apart, Ruger went public last week with the details of what it’s calling a “creeping takeover” by Beretta Holding.
“Beretta repeatedly demanded terms that would transfer value from other Ruger stockholders to Beretta and undermine Ruger’s status as an independent public company,” says Ruger, in a March 9 statement that details specific demands like 25 percent of the company, discounted shares, a board appointee that could violate antitrust laws, and more. “Beretta repeatedly advanced extreme demands and threatened to ‘go to war’ if those demands were not met.”
In response Beretta Holding issued a scathing reply on March 10 to what it called Ruger’s breach of confidentiality by issuing “blatantly false and misleading statements.” The corporation insists it wants only to help Ruger as a minority investor.
Company Snapshots
Ruger
- HQ: Southport, Connecticut
Beretta Holding
- Estimated worth: $2.2 billion
“Such an investment would allow Ruger to draw on Beretta Holding’s five centuries of operating expertise in the global firearms sector to reverse its downward trajectory. This need for operational improvement is evident in Ruger’s deteriorating financial performance, with operating income declining by nearly $65 million over the last two years, from $52 million in 2023 to an operating loss of $12 million in 2025. Unfortunately, we have continuously been met with opposition from the Company.”
Beretta Holding’s tactics are aggressive, say gun industry insiders and wider market analysts. They follow much of the playbook for a hostile takeover — which, at its simplest, means one company is trying to acquire another company without its consent.
“In the old days, like in the eighties and maybe into the nineties, hostile takeovers were much more common. These days it’s pretty low,” says Abe Garver, the managing director of Focus Investment Banking — the sort of company that handles mergers and acquisitions. “It’s [already] hard to do these [merger and acquisition] deals when everybody wants to do them. And if you are pulling somebody to the table, it could be a lot harder … This is like you’re trying to marry your fiancée and she doesn’t want to get married. Those are hard weddings to pull off.”
The Vote
Last month Beretta Holding nominated four new candidates for election to Ruger’s board of nine directors and is forcing what’s known as a proxy vote for those nominees. Beretta maintains that Ruger’s current board has failed to provide consistent shareholder returns and that its own, new nominees are necessary to turn around the company. Ruger contends that Beretta is trying to exert control with its nominees and that its existing board has already been substantially revived. There’s no date set for the impending board vote, though last year’s annual meeting fell in late May. Until then, both companies are hot on the campaign trail.
Beretta’s nominees are four American businessmen, including Mark DeYoung, the former CEO of Vista Outdoor. Ruger says it cannot yet comment on any potential conflicts of interest.
Ruger is standing behind its current CEO, Todd Seyfert, who’s been on the job just 12 months. When asked for comment, Seyfert told Outdoor Life that he’s already in the process of revamping the company with a five-year plan called Ruger 2030, which has only just begun to roll out in 2026. When asked to identify why Ruger might fear losing its independence in a potential Beretta Holding buyout, Seyfert was direct.
“There’s no fear there. We’re very confident in the Ruger business model,” Seyfert tells Outdoor Life. “We’re very confident in our path forward. We’ve been very transparent since I arrived a year ago that the short-term focus was on maintaining our revenue and market share in a down market. The [gun] industry post-COVID has been tough, right? And we have been focused on maintaining that market share so that when the market does rebound, we just have that much more shelf space. So that’s been the priority. Along with that, we’ve been addressing the margin side of our business, the cost side of our business. And so we have a very thoughtful plan for 2026 that we started to communicate in earnings released just a few weeks ago.”
Those earnings show that in 2025 Ruger grew net sales 1.9 percent from 2024, with a 3.6 percent increase in Quarter 4. Beretta Holding released a heated statement in response to this earnings report, noting that growth didn’t match inflation and came at the expense of profitability.
Ruger, meanwhile, has already brought new blood to its board. While Beretta Holding says Ruger has refreshed its board only in response to its public criticism, Ruger says its process to select new board members had been underway since before Beretta Holding disclosed its stake in the company.
“We’ve got five new board members in the past year, myself included,” says Seyfert. “We’ve been very thoughtful on the transition of the board, because as a public company, you don’t want to lose and turn over your entire board in a single year. … So I think we’ve got the perfect mix of tenure with newness, and we’re very confident that our board members — based on our very specific board matrix and what we need as a public company to help facilitate the growth, the corporate governance that we have in place — fit that bill better than anyone else out there.”
It’s worth noting that Beretta Holding nominated four board members, rather than the five that would be necessary to establish a majority, or controlling stake, on Ruger’s nine-person board. (In the U.S. any shareholder can generally put forth as many nominees as there are board seats at a company, regardless of how much stake they own in the company.)
“The choice to nominate a minority slate is a deliberate one,” according to a source familiar with Beretta’s strategy, but who was not authorized to speak publicly. “Because even though Beretta Holding is the largest shareholder of Ruger and has a substantial ownership stake in the company, it’s not looking to take control of the company.”
Beretta Holding has indicated, however, that it considers Ruger’s nine-person board bloated. Seven directors, it noted in a press release, would be sufficient.
In the weeks ahead of the shareholder vote, third-party advisory firms will issue recommendations on which board nominees they think shareholders should elect to the board. Expect another flurry of contrary press releases from Ruger and Beretta Holding.
After Beretta Holding, the largest shareholders of Ruger stock are investment firms BlackRock Inc. (8.2 percent), Vanguard Group Inc. (5.7 percent), and Renaissance Technologies LLC (4.8 percent), according to the most recent SEC filings. These institutions are more likely to vote than individual shareholders and, since each share provides one vote, therefore will ultimately decide which nominees win the election.
Representatives for Beretta Holding declined to comment on the record for this story.
Until the votes are in, it’s unclear how this fight will resolve. If some or all of Beretta’s nominees are elected, (or even if none are), it’s possible Beretta Holding could make a formal bid to buy Ruger. In that case, says Garver, Ruger’s board would be obligated to hold an auction for the brand.
“It’s in the firearms business. So there’s fewer potential bidders,” says Garver, referring to the fact that some investors have a charter against investing in gun companies. “A strategic buyer [like Beretta Holding] is putting people on the board because they’re already in this business. So they can run the business, if they buy it, more efficiently than it’s being run, in theory … A private equity group, who doesn’t already own something in the firearms business, is not going to be able to enjoy as much earnings as the strategic buyer.”
The Gun Market
If hostile acquisitions are rare in the wider market today, they’re virtually unheard of in the gun industry. That’s because there are so few publicly-traded companies. But it’s also because this sort of “infighting” instigated by Beretta Holding, say several industry insiders, is unwelcome in such a cooperative line of business.
“It is a little awkward to see Beretta behaving in a heavy-handed manner because we’ve typically been very gentlemanly about how we [gun companies] deal with each other,” says one executive who has risen through the ranks at a privately-owned American firearms company. “There are no attack ads in our space. Nobody really goes after their competition by name. It’s just not in the nature of the industry. [And] my guess is the people at the helm [of this takeover fight] are not typical industry insiders. They are just purely looking at how this looks from a money standpoint. They are probably not part of the good old boys club that has ruled the industry forever.”
The executive spoke on the condition of anonymity because of the very concern he cites: It’s bad form to publicly rebuke a fellow gun company. The gun industry, he notes, is just too small to burn bridges.
“We’re competitors, but we want to just be one better than our competitor. We never want to see competitors disappear, because that weakens the entire industry. It’s pretty different from other industries in that regard. Like, do I want to beat [Ruger]? Yeah. Do I want them to go away? I don’t think that’s good for business.”
A Slump in Gun Sales Market-Wide
Firearm sales predictably boom and bust with elections, regulatory threats, civil unrest, and extraordinary circumstances like a global pandemic. And indeed, demand has fallen sharply after the spike during the Covid-19 pandemic and Trump’s 2024 election. Total U.S. firearm production was down to 8.4 million guns in 2023, a decline of 15.4 percent from 2022, according to a recent report from the National Shooting Sports Foundation.
As previously mentioned, Ruger highlighted its ability to grow in a down market last year as a sign of its positive direction. Beretta Holding dismissed explanations of these “cyclical or temporary headwinds” by comparing Ruger’s stock performance to Smith & Wesson. They’re the only two publicly-traded American gun companies, and S&W has generally outpaced Ruger in the last year.
In its most recent earnings reports, Ruger emphasizes how many new products it’s brought to market in recent years, and that innovation is going over well with customers. Substantially new products represented $173 million, or 33 percent of Ruger’s firearm sales in 2025. The American gunmaker has also begun collaborating with brands like Magpul and Dead Air, which have increasingly wide appeal among shooters. In the last quarter alone, Ruger launched 65 new models and introduced three new platforms, including the Red Label III.
Beretta Is Big Business
While both Ruger and Smith & Wesson’s sales are publicly available, it’s more challenging to gauge how comparable brands in the privately-owned Beretta Holding’s portfolio are faring. Gun companies in its portfolio that are familiar to American customers include Benelli, Franchi, Holland & Holland, Sako, Stoeger, Tikka, Uberti, along with adjacent brands like Norma ammunition and Burris optics.
Beretta is the world’s largest firearms company, according to Forbes, with $1.7 billion in revenue in 2024. While Beretta Holding’s global portfolio saw a dip in sales in 2023 that corresponds to the post-pandemic slump that American gunmakers experienced, it has since rebounded. Recent acquisitions and the surge in European military spending have all bolstered the behemoth’s bottom line.
“After falling in 2023, Beretta Holding’s EBITDA (earnings before interest, taxes, debt and amortization) rebounded two percent to $245 million in 2024 — more than triple that of its publicly-traded rivals Sturm, Ruger & Co. and Smith & Wesson,” Forbes reported in its 2025 profile of Beretta Holding CEO Pietro Beretta. It estimates Beretta Holding is worth $2.2 billion.
Beretta Holding maintains it isn’t seeking control of Ruger; but if it does, gun industry insiders say it probably won’t damage the American gunmaker’s legacy. Ownership changes at iconic brands like Marlin (bought by Ruger in 2020) and Federal Ammunition (bought by a Czech company in 2024) often make headlines, then are quickly forgotten by customers — as long as they’re still satisfied with the product. Instead, sources are more concerned with maintaining a competitive market.
“I just believe so much that our industry is unique because of how we all cooperate. Everybody needs to succeed in order for the industry to succeed,” says the firearms executive. “We need a lot of people as part of the NSSF, we need a lot of people who can, can move with the industry and with the ebb and flow of the political landscape. So I do have that trepidation. If you have one big, giant player, then everybody’s susceptible to how they’re going to operate. And it doesn’t feel like a healthy endeavor.”
Ruger appears to agree. The company has cited antitrust concerns over Beretta Holding’s involvement and negotiated in an attempt to avoid the proxy fight — a distraction that’s hindering its ability to focus on growth and execute its plan.
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“The fiduciary responsibility that we have to all shareholders is to always do what’s right for all Ruger shareholders at all times,” says Seyfert. “We have many shareholders. We converse with our shareholders, we always like their input … whether it’s about our quarterly performance or other topics. We enjoy the engagement of our shareholders. But there is no one shareholder more important than the others. And that’s really what this comes down to.”
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