Sturm, Ruger & Company Adopts Limited Duration Stockholder Rights Plan

Core Viewpoint - The Board of Directors of Sturm, Ruger & Company, Inc. has adopted a limited-duration stockholder rights plan in response to Beretta Holding S.A.'s significant accumulation of Ruger's common stock, aimed at protecting the interests of all stockholders and ensuring fair treatment [1][2]. Summary by Sections Rights Plan Adoption - The Rights Plan is effective from October 14, 2025, to October 13, 2026, and is a temporary measure to allow the Board to assess Beretta's intentions and evaluate options [1][2]. - The plan aims to prevent Beretta from gaining control through open market accumulation without compensating stockholders or allowing the Board adequate time for informed decision-making [2][3]. Board's Rationale - The Board, led by Chairman John Cosentino, believes that the Rights Plan is a prudent step to fulfill its fiduciary duties, especially given Beretta's potential to increase its stake in Ruger [3]. - The Board is open to discussions with Beretta regarding operational and strategic collaborations, emphasizing a commitment to long-term value creation for stockholders [3]. Rights Plan Details - The Rights Plan issues one right for each share of common stock, becoming exercisable if any person or group acquires 10% or more of the outstanding shares [5]. - Passive institutional investors are exempt from the Rights Plan, which does not limit stockholders' ability to solicit support for meetings [5][8]. - If the rights become exercisable, holders can acquire shares at a 50% discount to the market price or exchange rights for common stock [7]. Beretta's Stake - Beretta disclosed a 7.7% ownership interest in Ruger on September 22, 2025, which increased to 9.0% by October 2, 2025, without prior notification to Ruger [6]. - Beretta has not engaged in discussions with Ruger and has refused to sign a confidentiality and standstill agreement [6]. Company Background - Sturm, Ruger & Company, Inc. is a leading manufacturer of firearms in the U.S., offering nearly 800 variations across more than 40 product lines [10].