Sturm, Ruger & Company, Inc. (NYSE: RGR) announced it entered a strategic cooperation agreement with Beretta Holding S.A., the firearms manufacturer's largest shareholder.

Under the agreement, Ruger will allow Beretta Holding to increase its ownership to up to 25% of outstanding shares through a tender offer with a minimum price of $44.80 per share in cash. The company stated this represents approximately 20% premium to Ruger's 60-day volume-weighted average share price prior to Beretta Holding's tender offer announcement. The tender offer has not commenced and requires regulatory approvals.

Beretta Holding will receive the right to nominate up to two independent directors following the 2026 Annual Meeting of Shareholders, subject to regulatory approval. The board will temporarily expand to accommodate these nominees, who must meet Ruger's Nominating and Governance Committee qualification criteria.

As part of the agreement, Beretta Holding committed to a three-year standstill period during which it will not initiate proxy contests or similar actions. The Italian company will vote its shares according to Ruger Board recommendations on all matters, except when independent proxy advisory firms ISS or Glass Lewis issue adverse recommendations or in certain extraordinary transactions not involving Beretta Holding.

Beretta Holding also withdrew its director nominations for the 2026 Annual Meeting, with only Ruger Board-recommended candidates standing for election.

"This agreement is strategically valuable and will benefit all Ruger stakeholders," said John Cosentino, Chairman of Ruger's Board. "This agreement provides stability, avoids further expense and distraction, and creates a framework for productive engagement with Beretta Holding while preserving Ruger's independence and governance standards."

The agreement allows both companies to explore commercial cooperation opportunities while maintaining Ruger's status as an independent U.S. public company. Details of the agreement will be filed in a Form 8-K with the Securities and Exchange Commission.