RGR · Sturm, Ruger & Company, Inc.

The Cooperation Agreement resolves a proxy contest threat by Beretta Holding, which as of May 2, 2026 beneficially owns 1,587,000 shares of Ruger's Common Stock and withdraws its February 24, 2026 nomination notice for the 2026 Annual Meeting. This ensures the Board's nine nominees proceed unopposed, providing governance stability. In exchange, Beretta Holding secures board influence through up to two independent directors, appointed post-2026 Annual Meeting and CFIUS approval, with replacement rights until the 2029 Annual Meeting contingent on maintaining 15-20% ownership thresholds and director independence. Ruger commits to nominating and supporting these directors at the 2027 and 2028 meetings, plus committee placements. Ownership expansions to 25% post-CFIUS, HSR, and other approvals enable a partial tender offer at a $44.80/share minimum—without minimum tender or financing conditions—potentially injecting significant cash while capping Beretta's stake. Standstill provisions, voting alignments (affirmative until Standstill End Date, perpetual mirror voting above thresholds), and conflict transaction safeguards protect Ruger's independence. Preemptive rights mitigate dilution, and non-binding commercial talks could yield supply chain or manufacturing synergies, all while Beretta adheres to transfer restrictions and non-disparagement. Termination occurs upon delisting events, balancing long-term alignment with shareholder protections.