What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-17 compared with 2025-02-13 · 61 added, 80 removed, 294 unchanged (32% of the section changed)

52 unchanged sentences

During 2025, we repurchased 1.7 million shares of our common stock for an aggregate cost of $194.6 million at an average price per share of $113.00.

Precision Optical Technologies Acquisition

During 2024, we acquired Precision for $289.6 million, net of cash acquired.

Precision, based in New York, is a leading supplier of value-added optical transceivers with proprietary software, firmware configurations, and related components.

Precision is reported within the Smart Infrastructure Solutions segment.

Voleatech GmbH Acquisition

During 2024, we acquired Voleatech for €5.0 million ($5.6 million), net of cash acquired.

The acquisition includes a potential earn-out up to €3.0 million based upon certain targets over three years, which will be accounted for as compensation cost.

Voleatech, based in Germany, is known for their VT AIR Next Gen Firewall and expands Belden's Firewall product portfolio and overall planning of security in OT networking.

Voleatech is reported within the Automation Solutions segment.

Results of Operations

Consolidated Income from Continuing Operations before Taxes

Consolidated Income before Taxes

Years Ended December 31,

8 unchanged sentences

Amortization of intangibles 53,356 48,794 40,375 9.3 % 20.9 %

Gain on sale of assets — 12,056 37,891 (100.0) % (68.2) %

Gain on sale of assets — — 12,056 n/a (100.0) %

Operating income 315,692 266,460 317,518 18.5 % (16.1) %

1 unchanged sentence

Non-operating pension benefit (cost) (2,395) (215) 1,863 1,014.0 % (111.5) %

Loss on debt extinguishment — — 6,392 n/a (100.0) %

Income from continuing operations before taxes 227,942 285,756 317,393 (20.2) % (10.0) %

Loss related to revolver refinancing 76 — — n/a n/a

Income before taxes 266,866 227,942 285,756 17.1 % (20.2) %

2025 Compared to 2024

Revenues increased $254.2 million from 2024 to 2025 due to the following factors:

• Higher sales volume resulted in a $154.1 million increase in revenues.

• Acquisitions contributed $54.5 million in revenues.

• Copper pass-through pricing contributed $36.7 million in revenues.

• Currency translation had a $13.2 million favorable impact on revenues.

• Divestitures had a $4.3 million unfavorable impact on revenues.

Gross profit increased $109.0 million from 2024 to 2025 primarily due to the changes in revenues discussed above.

Gross profit margins were robust, expanding 50 basis points from 37.5% to 38.0%.

Selling, general and administrative expenses increased $38.8 million from 2024 to 2025 primarily due to expenses from the operations of companies acquired in 2024 and strategic investments.

Research and development expenses increased $16.4 million from 2024 to 2025 primarily due to strategic investments.

Amortization of intangibles increased $4.6 million from 2024 to 2025 primarily due to acquisitions, partially offset by certain intangible assets becoming fully amortized.

Operating income increased $49.2 million from 2024 to 2025 primarily due to the increase in gross profit, partially offset by the increases in selling, general and administrative expenses and research and development expenses discussed above.

Net interest expense increased $8.1 million from 2024 to 2025 primarily due to fluctuations in interest income and foreign currency translation.

Income before taxes increased $38.9 million from 2024 to 2025 primarily due to the increase in operating income, partially offset by the increase in net interest expense discussed above.

2024 Compared to 2023

Revenues decreased $51.1 million from 2023 to 2024 due to the following factors:

11 unchanged sentences

Net interest expense increased $4.7 million from 2023 to 2024 primarily due to fluctuations in interest income and foreign currency translation.

Income from continuing operations before taxes decreased $57.8 million from 2023 to 2024 primarily due to the decrease in operating income and increase in net interest expense discussed above.

2023 Compared to 2022

Revenues decreased $94.4 million from 2022 to 2023 due to the following factors:

• Lower sales volume resulted in a $108.4 million decrease in revenues.

• Copper pass-through pricing had a $19.9 million unfavorable impact on revenues.

• Divestitures had a $1.4 million unfavorable impact on revenues.

• Currency translation had a $0.4 million unfavorable impact on revenues.

• Acquisitions contributed $35.7 million in revenues.

Gross profit increased $38.7 million from 2022 to 2023 primarily due to favorable product mix and pricing.

Gross profit margins were robust, expanding 280 basis points from 35.2% to 38.0%.

Selling, general and administrative expenses increased $44.1 million from 2022 to 2023.

Strategic investments to enhance our solution selling capabilities, acquisitions, and severance actions contributed to the increase in selling, general and administrative expenses;

partially offset by a decrease in incentive compensation.

Research and development expenses increased $12.1 million from 2022 to 2023 primarily due to increased investments in R&D projects as we continue our commitment to growth initiatives.

Amortization of intangibles increased $2.5 million from 2022 to 2023 primarily due to acquisitions.

Gain on sale of assets decreased $25.8 million from 2022 to 2023.

During 2022 and 2023, we sold certain real estate in the United States and Canada and recognized a $37.9 million and $12.1 million pre-tax gain on sale, respectively.

Operating income decreased $45.8 million from 2022 to 2023 primarily due to the increase in expenses and decrease in the gain on sale of assets discussed above.

Net interest expense decreased $9.9 million from 2022 to 2023 primarily due to the retirement of the 2026 Notes during 2022 and an increase in interest income.

Loss on debt extinguishment decreased $6.4 million from 2022 to 2023 due to the debt refinancing that took place during 2022.

The loss on debt extinguishment in 2022 represents the premium paid to the bond holders to retire the 2026 Notes and for the unamortized debt issuance costs on the 2026 Notes that we were required to write-off.

Income from continuing operations before taxes decreased $31.6 million from 2022 to 2023 primarily due to the decrease in operating income discussed above.

Income before taxes decreased $57.8 million from 2023 to 2024 primarily due to the decrease in operating income and increase in net interest expense discussed above.

Years Ended December 31, Percentage Change

2 unchanged sentences

(In thousands, except percentages)

Income from continuing operations before taxes $ 227,942 $ 285,756 $ 317,393 (20.2) % (10.0) %

Income before taxes $ 266,866 $ 227,942 $ 285,756 17.1 % (20.2) %

Income tax expense (29,344) (29,528) (43,200) (0.6) % (31.6) %

1 unchanged sentence

In 2025, we recognized income tax expense of $29.3 million, representing an effective tax rate of 11.0%.

In 2023, we recognized income tax expense of $43.2 million, representing an effective tax rate of 15.1%.

The effective tax rates were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits.

In 2022, we recognized income tax expense of $49.6 million, representing an effective tax rate of 15.6%.

The 2022 effective tax rate was primarily impacted by foreign tax rate differences, domestic permanent differences, and tax credits primarily associated with our foreign income inclusions.

The effective tax rate in 2025 was primarily impacted by the release of uncertain tax position reserves related to tax credits, the results of tax audits, and by the effect of our foreign operations, including statutory tax rate differences and foreign tax credits.

In 2024, we recognized income tax expense of $29.5 million, representing an effective tax rate of 13.0%, and in 2023, we recognized income tax expense of $43.2 million, representing an effective tax rate of 15.1%.

The effective tax rates in 2024 and 2023 were primarily impacted by the effect of our foreign operations, including statutory tax rates differences and foreign tax credits.

Our income tax expense and effective tax rate in future periods may be impacted by many factors, including our geographic mix of income and changes in tax laws.

4 unchanged sentences

Revenues $ 2,715,194 $ 2,460,979 $ 2,512,084

GAAP income from continuing operations $ 198,414 $ 242,556 $ 267,748

GAAP net income $ 237,522 $ 198,414 $ 242,556

Depreciation expense 63,784 56,383 51,379

7 unchanged sentences

1,037 4,764 6,177

Loss related to revolver refinancing 76 — —

Non-operating pension settlement loss — 1,208 —

Loss on debt extinguishment — — 6,392

Gain on sale of assets (3)

— (12,056) (37,891)

Adjusted EBITDA $ 458,734 $ 410,772 $ 438,100

GAAP income from continuing operations margin 8.1 % 9.7 % 10.3 %

GAAP net income margin 8.7 % 8.1 % 9.7 %

Adjusted EBITDA margin 16.9 % 16.7 % 17.4 %

2 unchanged sentences

(3) In 2023, we sold certain real estate in Canada for $13.8 million, net of transaction costs and recognized a $12.1 million pre-tax gain on sale.

In 2022, we sold certain real estate in the United States for $42.2 million, net of transaction costs and recognized a $37.9 million pre-tax gain on sale.

See Note 10, Property, Plant, and Equipment , for details.

21 unchanged sentences

Adjusted results should be considered only in conjunction with results reported according to accounting principles generally accepted in the United States.

Year Ended December 31, Percentage Change

Years Ended December 31, Percentage Change

2025 2024 2023 2025 vs.

5 unchanged sentences

2025 Compared to 2024

Adjusted EBITDA decreased $27.3 million in 2024 from 2023 primarily due to the decline in revenues as discussed above, partially offset by favorable mix and benefits realized from our productivity improvement initiatives.

Adjusted EBITDA increased $48.0 million in 2025 from 2024 primarily due to the increase in revenues as discussed above and favorable mix, partially offset by an increase in strategic investments.

2024 Compared to 2023

Adjusted EBITDA decreased $5.5 million in 2023 from 2022 primarily due to the decrease in revenues discussed above, partially offset by favorable mix.

Adjusted EBITDA margins expanded to 17.4% from 17.0% in the year ago period.

Segment Results of Operations

10 unchanged sentences

Smart Infrastructure Solutions revenues increased $75.6 million in 2025 as compared to 2024.

The increase was due to revenues from acquisitions, increases in volume, higher copper pass-through pricing, and favorable currency translation of $49.1 million, $15.0 million, $9.1 million, and $2.4 million, respectively.

Smart Infrastructure Solutions EBITDA increased $7.9 million in 2025 as compared to 2024 primarily due to the changes in revenues discussed above and favorable mix, partially offset by strategic investments.

2024 Compared to 2023

Smart Infrastructure Solutions revenues increased $21.0 million in 2024 as compared to 2023.

Reven ues from acquisitions and higher copper pass-through pricing contributed $72.1 million and $10.7 million, respectively, to the increases in revenues, partially offset by a decline in volume of $60.7 million and unfavorable currency translation of $1.1 million.

Smart Infrastructure Solutions EBITDA decreased $9.0 million in 2024 as compared to 2023 primarily due to unfavorable mix.

2023 Compared to 2022

Smart Infrastructure Solutions revenues decreased $75.6 million in 2023 as compared to 2022.

Decreases in volume, lower copper pass-through pricing, and unfavorable currency translation contribu ted $92.5 m illion, $10.2 million, and $4.6 million, respectively, to the decrease in revenues, partially offset by revenues of $31.7 million from acquisitions.

Smart Infrastructure Solutions EBITDA decreased $12.4 million in 2023 as compared to 2022 primarily due to the decreases in revenues discussed above.

Automation Solutions

7 unchanged sentences

2025 Compared to 2024

Automation Solutions revenues increased $178.6 million in 2025 as compared to 2024 primarily due to increases in volume, higher copper pass-through prices, favorable currency translation, and acquisitions of $139.1 m illion, $27.6 million, $10.8 million and $1.1 million, respectively.

Automation Solutions EBITDA increased $43.6 million in 2025 as compared to 2024 primarily as a result of the increase in revenues discussed above, partially offset by an increase in strategic investments.

2024 Compared to 2023

Automation Solutions revenues decreased $ 72.1 million in 2024 as compared to 2023 primarily due to decreases in volume and unfavorable currency translation of $80.4 m illion and $9.0 million, respectively, partially offset by higher copper pass-through prices and acquisitions, net of disposals of $16.9 million and $0.4 million, respectively.

Automation Solutions EBITDA decreased $17.6 million in 2024 as compared to 2023 primarily as a result of the decrease in revenues discussed above, partially offset by benefits realized from our productivity improvement initiatives.

2023 Compared to 2022

Automation Solutions revenues decreased $18.8 million in 2023 as compared to 2022 primarily due to decreases in volume and lower copper prices of $15.9 m illion and $9.7 million, respectively, partially offset by favorable currency translation and acquisitions, net of disposals of $4.2 million and $2.6 million, respectively.

Automation Solutions EBITDA increased $10.2 million in 2023 as compared to 2022 primarily as a result of favorable mix and manufacturing productivity.

Accordingly, Adjusted EBITDA margins expanded to 20.7% from 19.7% in the year ago period.

Liquidity and Capital Resources

12 unchanged sentences

Effects of currency exchange rate changes on cash and cash equivalents 10,730 (8,345)

Net decrease in cash and cash equivalents (226,742) (90,632)

Net increase (decrease) in cash and cash equivalents 19,585 (226,742)

Cash and cash equivalents, beginning of year 370,302 597,044

1 unchanged sentence

Net cash provided by operating activities totaled $354.9 million for 2025 compared to $352.1 million for 2024.

The increase is primarily due to a $44.7 million improvement in operating assets and liabilities that was primarily driven by favorable changes in inventory.

Inventory turns improved to 4.9 turns by the end of 2024 compared to 3.8 turns by the end of 2023.

We calculate inventory turns by dividing annualized cost of sales for the quarter by the inventory balance at the end of the quarter.

Net cash from investing activities was a use of cash of $426.8 million for 2024 compared to $200.4 million for 2023.

The increase is primarily due to the increase in earnings, partially offset by unfavorable changes in operating assets and liabilities.

Receivables and inventories were both uses of cash in 2025 compared to sources of cash in 2024, primarily due to the increase in revenues in 2025.

Net cash flows used for investing activities totaled $128.2 million for 2025 compared to $426.8 million for 2024.

Investing activities for 2025 included $136.2 million for capital expenditures, partially offset by cash from business acquisitions and asset sales of $7.7 million and $0.2 million, respectively.

Investing activities for 2024 included $296.5 million primarily for the acquisitions of Precision and Voleatech, $129.1 million for capital expenditures, and $1.3 million related to the disposal of a business, partially offset by asset sales of $0.1 million.

Investing activities for 2023 included $116.7 million for capital expenditures and $106.7 million primarily for the acquisitions of Sichert and Cloudrail, partially offset by $13.7 million for asset sales and $9.3 million received from the disposals of businesses.

Net cash flows used for financing activities totaled $217.8 million for 2025 compared to $143.7 million for 2024.

Financing activities for 2024 included payments under our share repurchase program of $134.3 million, payments related to share based compensation activities of $9.7 million, cash dividend payments of $8.2 million, financing lease payments of $1.1 million, and proceeds from the issuance of common stock of $8.9 million.

Financing activities for 2025 included $195.6 million of payments under our share repurchase program, including excise tax;

$50.0 million of payments on our revolving credit facility;

$20.8 million of payments related to share based compensation activities;

$8.0 million of cash dividend payments;

$3.2 million of debt issuance cost payments;

and $1.8 million of financing lease payments;

partially offset by $50.0 million and $11.6 million of borrowings on our revolving credit facility and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively.

Our cash and cash equivalents balance was $389.9 million as of December 31, 2025.

Of this amoun t, $224.1 million was held outside of the U.S.

Of this amount, $234.0 million was held outside of the U.S.

in our foreign operations.

7 unchanged sentences

Our outstanding debt obligations as of December 31, 2025 consisted of $1.3 billion of senior subordinated notes.

During 2025, we borrowed and repaid $50.0 million on our Revolver at a rate of 5.7%.

As of December 31, 2025, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $383.9 million.

1 unchanged sentence

At December 31, 2025, the following contractual obligations and commercial commitments were outstanding:

• Principal payments on long-term debt totaled $1.1 billion, none of which is due in 2025 (see Note 16).

Depending on the conditions in the credit markets, we may refinance this debt, or we may use cash from operations, including temporarily accessing our Revolving Credit Agreement, to repay this debt.

• Principal payments on long-term debt totaled $1.3 billion, none of which is due in 2026.

Depending upon the conditions in the credit markets, we may refinance this debt, or we may use cash from operations, including temporarily accessing our Revolving Credit Agreement, to repay this debt.

During 2025, we borrowed and repaid $50.0 million on our Revolver.

During January 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes due 2033 (the 2033 Notes), and with the proceeds of this offering, repurchased the full €450.0 million 2027 Notes outstanding in February 2026.

• Interest payments on long-term debt of $127.7 million, of which $44.2 million is due in 2026.

6 unchanged sentences

We expect to replace most of these when they expire or mature.

• Obligations for uncertain tax positions of $15.7 million, none of which is due in 2024.

Off-Balance Sheet Arrangements

30 unchanged sentences

We are required to estimate taxable income in future years or develop tax strategies that would enable tax asset realization in each taxing jurisdiction and use judgment to determine whether to record a deferred tax asset valuation allowance for part or all of a deferred tax asset.

We consider the weight of all available evidence, both positive and negative, in assessing the realizability of the deferred tax assets associated with net operating losses.

We consider the weight of all available evidence, both positive and negative, in assessing the realizability of deferred tax assets.

We consider the reversals of existing taxable temporary differences as well as projections of future taxable income.

5 unchanged sentences

In the future, if we prevail in matters for which accruals have been established previously or pay amounts in excess of reserves, there could be a material effect on our income tax provisions in the period in which such determination is made.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures (ASU 2023-09) enhancing the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments in ASU 2023-09 are applied on a prospective basis, though retrospective application is permitted.

We did not early adopt this pronouncement and are in the process of evaluating its impact on our consolidated financial statements and related disclosures.

See Note 18, Income Taxes, to the consolidated financial statements for further information regarding income taxes.

Goodwill and Indefinite-Lived Intangible Assets

6 unchanged sentences

We determined that each of our reportable segments (Smart Infrastructure Solutions and Automation Solutions) represents an operating segment.

Within those operating segments, we have identified reporting units based on whether there is discrete fina ncial information prepared that is regularly reviewed by segment management.

Within those operating segments, we have identified reporting units based on whether there is discrete financial information prepared that is regularly reviewed by segment management.

As a result of this evaluation, we have identified three reporting units within Smart Infrastructure Solutions and three reporting units within Automation Solutions for purposes of goodwill impairment testing.

2 unchanged sentences

If it is more likely than not that the fair value is less than the carrying value, then a quantitative assessment is required for the reporting unit, as described in the paragraph below.

In 2024, we performed a qualitative assessment over all six of our re porting units.

In 2025, we performed a qualitative assessment over five of our six reporting units.

When we evaluate goodwill for impairment using a quantitative assessment, we compare the fair value of each reporting unit to its carrying value.

11 unchanged sentences

If actual results are significantly different from our estimates or assumptions, we may have to recognize impairment charges that could be material.

I n 2024, we did not perform a quantitative assessment over any reporting units.

In 2025, we performed a quantitative assessment over one of our reporting units.

Pension and Other Postretirement Benefits

7 unchanged sentences

Actual results that differ from our assumptions are accumulated and, if in excess of the lesser of 10% of the projected benefit obligation or the fair market value of plan assets, amortized over the estimated future working life of the plan participants.

As a sensitivity measure, the effect of a 50 basis point decline in the assumed discount rate would have resulted in an increase in the 2024 net periodic benefit cost of less than $0.1 million and an increase in the projected benefit obligations of approximately $16.8 million as of December 31, 2024.

As a sensitivity measure, the effect of a 50 basis point decline in the assumed discount rate would have resulted in a decrease in the 2025 net periodic benefit cost of less than $0.1 million and an increase in the projected benefit obligations of approximately $17.3 million as of December 31, 2025.

A 50 basis point decline in the expected return on plan assets would have resulted in an increase in the 2025 net periodic benefit cost of approximately $1.4 million.

Conversely, the effect of a 50 basis point increase in the assumed discount rate would have resulted in an increase in the 2024 net periodic benefit cost of approximately $0.3 million and a decrease in the projected benefit obligation of approximately $15.3 million as of December 31, 2024.

Conversely, the effect of a 50 basis point increase in the assumed discount rate would have resulted in an decrease in the 2025 net periodic benefit cost of approximately $0.3 million and a decrease in the projected benefit obligation of approximately $15.8 million as of December 31, 2025.

A 50 basis point increase in the expected return on plan assets would have resulted in a decrease in the 2025 net periodic benefit cost of approximately $1.4 million.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis