By Alistair MacDonald and Hanna Krueger
Pietro Gussalli Beretta was trying last month to reach the chairman of Sturm Ruger, the American gun maker in which his company is the largest shareholder.
But Gussalli Beretta says he was told the chairman, John Cosentino Jr., was on vacation. And he would be for a month.
"That isn't acceptable," said Gussalli Beretta, who heads Beretta Holding, the 500-year-old firearms dynasty that began buying Ruger stock last May. It now owns nearly 10% of Ruger's shares.
Cosentino's cited monthlong absence was the latest in a string of perceived snubs, missed connections and canceled meetings that have rocked the relationship between two of the world's biggest gun makers over the past seven months.
Now the two sides are in a veritable shootout, marked by dueling proxy statements, accusations of broken confidentiality agreements and at least seven advisory firms billing hours on both sides of the Atlantic. Efforts at finding common ground have been brokered, and then derailed, over WhatsApp. The two sides are now, finally, at the table, but if the talks fail, the dispute is headed for a shareholder vote that could reshape one of America's most storied gun companies.
Beretta says it is looking to improve an underperforming company led by long-tenured directors more interested in inflated salaries than shareholders. Ruger says Beretta wants to buy shares on the cheap and grab a disproportionate number of board seats in a creeping takeover.
Gussalli Beretta, the 64-year-old 15th-generation descendant of company founder Maestro Bartolomeo Beretta, calls Ruger's characterizations of his takeover aspirations "fake news."
"I never said something like that or thought something like that," he said in an interview. "They want to keep the situation like it is now -- underperforming, but keeping their power and their chairs."
Ruger Chief Executive Todd Seyfert said the word takeover isn't a direct quotation but an interpretation of Beretta's actions. "There's a discrepancy between some of what Beretta has stated and some of the communications and conversations that we've had," he said.
Cosentino declined to comment.
A showdown
The dueling narratives have crisscrossed the Atlantic since Beretta, the world's oldest defense firm, first announced a 7.7% stake in Ruger on Sept. 22.
That day, Seyfert had yet to pour his first cup of coffee when he saw that a regulatory filing mentioning his company had just hit the website of the Securities and Exchange Commission. The 7 a.m. disclosure revealed that Beretta had, to his surprise, just become Ruger's largest shareholder.
"In my 35 years of doing business, when I looked to partner with someone, I typically pick up the phone and have a conversation first," Seyfert said.
He immediately got on the line with his company's general counsel. It was going to be a long day.
Beretta Holding houses more than 20 international brands, producing assault and sniper rifles, grenade launchers and the intricately engraved shotguns of historic British producer Holland & Holland. James Bond, the fictional British spy, used a Beretta. So did the U.S. military: The Beretta M9 served as its standard sidearm for more than two decades until 2017.
Ruger is mainly known for durable guns at affordable prices made with the American hunter in mind. The Ruger 10/22 is one of the most widely owned rifles in the U.S., with more than 10 million sold.
Ruger is headquartered in a nondescript two-story office block in Southport, Conn., next to a massage parlor and beauty salon. Beretta's board meets in an ornate, century-old villa in the Italian Alps.
"Fundamentally, yes, we are competitors, and they are a very foreign competitor," said Seyfert, an avid elk hunter and U.S. firearms-industry lifer.
Before the proxy fight, Seyfert's only connections to Beretta were the shotguns he owned of theirs in his locker.
Ruger's first move after it learned of Beretta's initial stake was to ask its financial adviser at Milwaukee investment bank Robert W. Baird to reach out to Beretta, according to the proxy statement the U.S. company filed. That insulted Gussali Beretta, who wanted direct contact with Ruger, a Beretta official told the adviser.
In October, Ruger installed a shareholder rights plan to stop Beretta from buying more shares. Such "poison pills" can award extra shares to nonhostile shareholders, and are a common tactic when a company is fending off an unwelcome suitor.
Seyfert said his company had no choice because Beretta wouldn't engage in substantive dialogue. Beretta says Ruger is the one that is not engaging.
The two sides even squabbled over venues. Ruger suggested the companies meet at Shot Show, an annual conference held at Las Vegas's Venetian Expo and Caesar's Forum. The Italian company declared the venues inappropriate.
A November meeting in Luxembourg was called off by Gussalli Beretta via WhatsApp, said Seyfert, who had already booked a flight.
Agreement in Paris
There have been at least two moments of detente: Cosentino, Ruger's 76-year-old chairman, met with Gussalli Beretta in a hotel in Paris just before Christmas. Gussalli Beretta says the two hit it off. In February, they met in Luxembourg and agreed that their businesses and geographies don't overlap, he said.
Seyfert now sees things differently. Ruger's large portfolio -- more than 800 models across handguns, rifles and shotguns -- makes overlap inevitable, he said. Beretta has been building a substantial U.S. operation for 40 years, including Ohio-based eOptics, which makes night-vision devices.
Gussalli Beretta describes himself as a keen Americanophile with a particular fondness for hunting U.S. fowl.
The Italian executive says his company wants to improve Ruger's performance.
In 2021, at the peak of a pandemic-era firearms boom, Ruger generated $203 million in operating income. But Americans are buying fewer firearms, and last year the company swung to a $12 million loss.
Smith & Wesson, its major U.S. rival, is also struggling: It posted a profit of $13.4 million last year, a 93% decline since 2022. Both companies' shares have fallen by more than 50% from 2021 peaks, a period during which the S&P 500 has gained more than 60%.
As Ruger's revenue tumbled in recent years, Beretta's rose. The privately held company doesn't release profits but does share sales numbers, and said its $2 billion in revenue in 2024 was nearly double its 2021 figure, boosted in part by increased military spending and the acquisition of a Swiss ammunition maker.
Beretta has nominated four new directors that it is asking Ruger shareholders to elect at an annual meeting in May. It says it wants the current ones to take a pay cut.
In February, Ruger announced new directors, but they weren't Beretta's nominees and they were chosen without Beretta's input. Seyfert says the refresh was in the works before Beretta took its stake.
The core directors who Ruger didn't replace have an average board tenure of over 16 years. The S&P 500 average for directors is just under eight, according to consulting firm Spencer Stuart.
'Extreme demands'
The disagreements continue. In March, Ruger said Gusalli Beretta had indicated at the December meeting with Cosentino that he had a long-term plan to combine the two companies. The Italian side demanded Ruger issue additional shares to them at a 15% discount, the U.S. company said. Ruger said that Beretta threatened to "go to war" if its "extreme demands" weren't met.
Beretta said that Ruger has violated a nondisclosure agreement by talking about this meeting, and has called in its lawyers. Ruger says no such agreement was signed at the December meeting.
In early April, Seyfert and Cosentino traveled to New York to meet with Gusalli Beretta at his request, in a renewed effort to reach an agreement before the vote.
Gussalli Beretta, who had initially said he would be there, canceled.
But he did, in the end, dial into the negotiations by phone. The two sides discussed a Ruger proposal to break the deadlock. Ruger said in a proxy filing that a proposed cooperation agreement is now with both sides' lawyers.
Write to Alistair MacDonald at Alistair.Macdonald@wsj.com and Hanna Krueger at hanna.krueger@wsj.com
(END) Dow Jones Newswires
April 21, 2026 05:37 ET (09:37 GMT)
Copyright (c) 2026 Dow Jones & Company, Inc.
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