What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-17 compared with 2025-02-13 · 226 added, 243 removed, 1260 unchanged (27% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Belden Inc.

(the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, statements of comprehensive income, stockholders' equity statements and cash flow statements for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

12 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue recognition - estimating variable consideration

9 unchanged sentences

In addition, we inspected the results of the Company's retrospective review of adjustments reserved compared to actual adjustments issued, evaluated the estimates made based on historical experience and performed sensitivity analyses to evaluate the changes in variable consideration that would result from changes in the Company's significant assumptions.

Fair Value of Customer Relationships Acquired in the Precision Optical Business Combination

Description of the Matter As disclosed in Note 2 and 4 to the consolidated financial statements, the Company completed the acquisition of Precision Optical Technologies, Inc.

during 2024 for $289.6 million, net of cash acquired.

This acquisition was accounted for under the acquisition method of accounting for business combinations.

The Company allocated the net purchase price to the assets acquired and the liabilities assumed based on their respective fair values as of the date of acquisition, including intangible assets of $194.1 million.

Of the intangible assets acquired, the largest was customer relationships of $161.9 million.

Auditing the Company's valuation of customer relationships was complex and required significant auditor judgment due to future events and uncertainties in evaluating certain assumptions required to estimate the fair value.

The estimation uncertainty was primarily due to the sensitivity of the respective fair value of the customer relationships to certain assumptions about the future cash flows that the Company expects to generate from the acquired business.

The Company used the multi-period excess earnings method under the income approach to measure the customer relationships.

The fair value measure was sensitive to underlying assumptions including discount rates and certain assumptions that form the basis of the forecasted results (e.g., future revenue growth rates and profitability levels).

The significant assumptions are forward-looking and could be affected by future economic and market conditions.

Description of the Matter As disclosed in Note 2 and 4 to the consolidated financial statements, the Company completed the acquisition of Precision Optical Technologies, Inc.

during 2024 for $289.6 million, net of cash acquired.

This acquisition was accounted for under the acquisition method of accounting for business combinations.

Of the intangible assets acquired, the largest was customer relationships of $161.9 million.

The Company used the multi-period excess earnings method under the income approach to measure the customer relationships.

The significant assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant controls over the Company’s process for estimating the fair value of customer relationships, including controls over management's review of the significant assumptions, including the discount rates, future revenue growth rates and profitability levels, used in the valuation of this intangible asset and review of the valuation model.

To test the estimated fair value of the customer relationships, we performed audit procedures that included, among others, evaluating the Company's valuation methodologies and evaluating the significant assumptions used by the Company.

We involved our valuation specialists to assist with our evaluation of the methodology used by the Company and certain significant assumptions included in the fair value estimates.

Our testing also included comparing the significant assumptions used to the historical results of the acquired business and to other guideline companies within the same industry.

We also performed sensitivity analyses of the significant assumptions to evaluate the change in the fair value of the intangible assets resulting from changes in the assumptions.

/s/ Ernst & Young LLP

36 unchanged sentences

( 911,904 ) ( 718,026 )

Total Belden stockholders’ equity 1,294,736 1,166,257

Noncontrolling interest — 45

Total stockholders’ equity 1,264,424 1,294,736

14 unchanged sentences

Interest expense, net ( 46,355 ) ( 38,303 ) ( 33,625 )

Loss on debt extinguishment — — ( 6,392 )

Loss related to revolver refinancing ( 76 ) — —

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

Income from continuing operations before taxes 227,942 285,756 317,393

Income before taxes 266,866 227,942 285,756

Income tax expense ( 29,344 ) ( 29,528 ) ( 43,200 )

Income from continuing operations 198,414 242,556 267,748

Loss from discontinued operations, net of tax — — ( 3,685 )

Loss from disposal of discontinued operations, net of tax — — ( 9,241 )

Net income 237,522 198,414 242,556

Net income (loss) attributable to noncontrolling interest ( 19 ) ( 203 ) 159

Net loss attributable to noncontrolling interest — ( 19 ) ( 203 )

Net income attributable to Belden common stockholders $ 237,522 $ 198,433 $ 242,759

2 unchanged sentences

Diluted 40,210 41,299 42,859

Basic income (loss) per share attributable to Belden common stockholders:

Continuing operations $ 4.88 $ 5.75 $ 6.10

Discontinued operations — — ( 0.08 )

Disposal of discontinued operations — — ( 0.21 )

Net income $ 4.88 $ 5.75 $ 5.81

Diluted income (loss) per share attributable to Belden common stockholders:

Continuing operations $ 4.80 $ 5.66 $ 6.01

Discontinued operations — — ( 0.08 )

Disposal of discontinued operations — — ( 0.21 )

Net income $ 4.80 $ 5.66 $ 5.72

Basic income per share attributable to Belden common stockholders:

$ 6.00 $ 4.88 $ 5.75

Diluted income per share attributable to Belden common stockholders:

$ 5.91 $ 4.80 $ 5.66

The accompanying notes are an integral part of these Consolidated Financial Statements.

8 unchanged sentences

Comprehensive income 143,850 236,160 207,152

Comprehensive income (loss) attributable to noncontrolling interest ( 20 ) ( 199 ) 144

Comprehensive loss attributable to noncontrolling interest — ( 20 ) ( 199 )

Comprehensive income attributable to Belden $ 143,850 $ 236,180 $ 207,351

9 unchanged sentences

Share-based compensation 30,015 27,532 21,024

Loss on debt extinguishment — — 6,392

Deferred income tax benefit ( 15,954 ) ( 12,957 ) ( 627 )

Deferred income tax expense (benefit) 5,029 ( 15,954 ) ( 12,957 )

Gain on sale of assets — — ( 12,056 )

9 unchanged sentences

Cash flows from investing activities:

Cash used for business acquisitions, net of cash acquired ( 296,452 ) ( 106,712 ) ( 104,603 )

Capital expenditures ( 136,172 ) ( 129,100 ) ( 116,731 )

Disposal of businesses, net of cash — ( 1,316 ) 9,300

Cash from (used for) business acquisitions 7,744 ( 296,452 ) ( 106,712 )

Proceeds from disposal of tangible assets 191 113 13,785

Net cash provided by (used for) investing activities ( 426,755 ) ( 200,358 ) 168,411

Net cash used for investing activities ( 128,237 ) ( 426,755 ) ( 200,358 )

Cash flows from financing activities:

Payments under share repurchase program, including excise tax ( 195,586 ) ( 134,308 ) ( 192,135 )

Payments on revolving credit facility ( 50,000 ) — —

Withholding tax payments for share-based payment awards ( 20,818 ) ( 9,659 ) ( 17,444 )

Cash dividends paid ( 7,966 ) ( 8,195 ) ( 8,498 )

Debt issuance costs paid ( 3,197 ) — —

Payments under financing lease obligations ( 1,833 ) ( 1,134 ) ( 423 )

Payments to noncontrolling interest holders — ( 67 ) —

Payments under borrowing arrangements — — ( 230,639 )

Proceeds from issuance of common stock 8,917 6,568 3,717

Other — 728 —

Proceeds from issuance of common stock 11,628 8,917 6,568

Borrowings on revolving credit facility 50,000 — —

Net cash used for financing activities ( 217,772 ) ( 143,718 ) ( 211,932 )

Effect of foreign currency exchange rate changes on cash and cash equivalents 10,730 ( 8,345 ) 2,020

Increase (decrease) in cash and cash equivalents ( 226,742 ) ( 90,632 ) 43,919

Net increase (decrease) in cash and cash equivalents 19,585 ( 226,742 ) ( 90,632 )

Cash and cash equivalents, beginning of year 370,302 597,044 687,676

Cash and cash equivalents, end of year $ 389,887 $ 370,302 $ 597,044

The Consolidated Cash Flow Statement includes the results of discontinued operations up to the disposal date, February 22, 2022 for Tripwire.

The accompanying notes are an integral part of these Consolidated Financial Statements.

8 unchanged sentences

Balance at December 31, 2022 50,335 $ 503 $ 825,669 $ 751,522 ( 7,502 ) $ ( 428,812 ) $ ( 5,871 ) $ 939 $ 1,143,950

Net income — — — 254,663 — — — 159 254,822

Net income (loss) — — — 242,759 — — — ( 203 ) 242,556

Other comprehensive income (loss), net of tax — — — — — — ( 35,408 ) 4 ( 35,404 )

Sale and deconsolidation of Hite JV — — — — — — — ( 695 ) ( 695 )

Common stock issuance — — 28 — 116 6,540 — — 6,568

2 unchanged sentences

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 22,477 ) — 255 9,919 — — ( 12,558 )

Share repurchase program — — — — ( 2,588 ) ( 150,000 ) — — ( 150,000 )

Share repurchase including excise tax — — — — ( 2,253 ) ( 193,578 ) — — ( 193,578 )

Share-based compensation — — 21,024 — — — — — 21,024

4 unchanged sentences

Other comprehensive income (loss), net of tax — — — — — — 37,747 ( 1 ) 37,746

Sale and deconsolidation of Hite JV — — — — — — — ( 695 ) ( 695 )

Acquisition of noncontrolling interest

— — ( 42 ) — — — — ( 25 ) ( 67 )

Common stock issuance — — 3,091 — 135 5,826 — — 8,917

7 unchanged sentences

Balance at December 31, 2024 50,335 $ 503 $ 839,755 $ 1,176,036 ( 10,124 ) $ ( 718,026 ) $ ( 3,532 ) $ — $ 1,294,736

Net income (loss) — — — 198,433 — — — ( 19 ) 198,414

Other comprehensive income (loss), net of tax — — — — — — 37,747 ( 1 ) 37,746

Acquisition of noncontrolling interest

— — ( 42 ) — — — — ( 25 ) ( 67 )

Net income — — — 237,522 — — — — 237,522

Other comprehensive loss, net of tax — — — — — — ( 93,672 ) — ( 93,672 )

Common stock issuance — — 6,984 — 129 4,644 — — 11,628

11 unchanged sentences

Business Description

(the Company, us, we, or our) is a leading global supplier of complete connection solutions built around two global businesses - Smart Infrastructure Solutions and Automation Solutions .

(the Company, us, we, or our) is a leading global supplier of complete connection solutions .

We advance ideas and technologies that enable a safer, smarter and more prosperous future.

We sell our products to distributors, end-users, installers, and directly to OEMs.

42 unchanged sentences

Customers are allowed to return inventory if and when certain conditions regarding the physical state of the inventory and our approval of the return are met.

Certain distribution customers are allowed to return inventory at original cost, in an amount not to exceed three percent of the prior year’s purchases, in exchange for an order of equal or greater value.

Until we can process these reductions, corrections, and returns (together, the Changes) through individual customer records, we estimate the amount of outstanding Changes and recognize them by reducing revenues.

37 unchanged sentences

Our intangible assets consist of (a) definite-lived assets subject to amortization such as developed technology, customer relationships, in-service research and development, trademarks, backlog, and capitalized software development intangible assets, and (b) indefinite-lived assets not subject to amortization such as goodwill.

We record amortization of the definite-lived intangible assets over the estimated useful lives of the related assets, which generally range from one year or less for trademarks to more than 20 years for certain of our customer relationships.

We record amortization of the definite-lived intangible assets over the estimated useful lives of the related assets, which generally range from one year or less to 20 years.

We determine the amortization method for our definite-lived intangible assets based on the pattern in which the economic benefits of the intangible asset are consumed.

4 unchanged sentences

The accounting guidance related to goodwill impairment testing allows for the performance of an optional qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.

Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair value of a rep orting unit.

Such an evaluation is made based on the weight of all available evidence and the significance of all identified events and circumstances that may influence the fair valu e of a reporting unit.

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 reporting units.

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

For our annual impairment test in 2025, we performed a quantitative assessment for one of our reporting units that had total goodwill of $ 487.3 million as of December 31, 2025.

Under a quantitative assessment for goodwill impairment, we determine the fair value using the income approach (using Level 3 inputs).

Under the income approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows.

If the fair value of the reporting unit exceeds the carrying value of the net assets including goodwill assigned to that unit, goodwill is not impaired.

If the carrying value of the reporting unit’s net assets including goodwill exceeds the fair value of the reporting unit, then we record an impairment charge based on that difference.

In addition to the income approach, we calculate the fair value of our reporting units under a market approach.

The market approach measures the fair value of a reporting unit through analysis of financial multiples of comparable businesses.

Consideration is given to the financial conditions and operating performance of the reporting unit being valued relative to those publicly-traded companies operating in the same or similar lines of business.

Based on our annual quantitative impairment assessment where the fair value was estimated using an income approach, the excess fair value over the carrying value for the reporting unit tested was 15 %.

Using a market approach, the fair value estimate was greater than 15 %, thus we determined there was no impairment.

During 2025, 2024 and 2023, we did no t recognize any goodwill impairment.

18 unchanged sentences

Future market conditions and product transitions might require us to take actions to increase sales rebates offered, possibly resulting in an incremental increase in accrued liabilities and an i ncremental reduction in revenues at the time the rebate is offered.

Accrued sales rebates at December 31, 2024 and 2023 tot aled $ 51.1 million and $ 49.3 million, respectively.

Accrued sales rebates at December 31, 2025 and 2024 tot aled $ 76.8 million and $ 51.1 million, respe ctively.

Contingent Liabilities

48 unchanged sentences

Income taxes are provided based on earnings reported for financial statement purposes.

The provision for income taxes differs from the amounts currently payable to taxing authorities due to the temporary or permanent timing differences with respect to the recognition of revenues, expenses, and tax attributes for income tax purposes compared to financial statement purposes.

The provision for income taxes differs from the amounts currently payable to taxing authorities due to the temporary or permanent differences with respect to the recognition of revenues, expenses, and tax attributes for income tax purposes compared to financial statement purposes.

Income taxes are provided as if operations in all countries, including the U.S., were stand-alone businesses filing separate tax returns.

7 unchanged sentences

To the extent we were to prevail in matters for which accruals have been established or would be required to 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.

Recently Adopted Securities and Exchange Commission Rules

The Inflation Reduction Act of 2022 imposed a 1% excise tax on the repurchase of more than $1 million of stock by publicly traded US corporations.

The excise tax equals 1% of the fair market value of the stock repurchased during the tax year, reduced by the fair market value of stock issued during the tax year, including stock issued to employees of the corporation.

The excise tax applies to repurchases of stock made after December 31, 2022.

The amount of excise tax accrued during the years ended December 31, 2024 and 2023 was immaterial to our consolidated financial statements.

Current-Year Adoption of Accounting Pronouncements

The Financial Accounting Standards Board (FASB) amended the guidance in Accounting Standards Codification (ASC) 280, Segment Reporting , to require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable.

We adopted the new standard when it was effective for us beginning with our 2024 Form 10-K.

The amended guidance had minimal impact on our consolidated financial statements and disclosures.

Pending Adoption of Recent Accounting Pronouncements

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.

2 unchanged sentences

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.

In March 2024, the SEC issued a final climate disclosure rule, which requires registrants to disclose climate-related information in registration statements and annual reports.

The final rule also requires certain disclosures related to risk management and governance over climate-related risks, material climate targets and goals, and material Scope 1 and Scope 2 greenhouse gas emissions.

For calendar year companies, the ruling requires certain disclosures in annual reports for the year ending December 31, 2025.

On April 4, 2024, the SEC voluntarily stayed the final rule pending the completion of judicial review of cases pending in the Eighth Circuit.

We are continuing to evaluate the impact of the final rule on our consolidated financial statements and disclosures.

We prospectively adopted ASU 2023-09 during the fourth quarter of 2025.

Pending Adoption of Recent Accounting Pronouncements

In November 2024, the FASB issued guidance to improve the disclosure of expenses in commonly presented expense captions.

7 unchanged sentences

We will adopt the guidance when it becomes effective, in our 2027 annual reporting and each quarter thereafter, on a prospective basis.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software.

ASU 2025-06 removes all references to software development stages and requires capitalization of software costs when management has committed to the software project and it is probable the software will be completed and perform its intended use.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the timing and method of adoption of ASU 2025-06.

Revenues are recognized when control of the promised goods or services is transferred to our customers and in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

58 unchanged sentences

New deferrals 57,133

Acquisitions 104

Revenue recognized ( 48,067 )

10 unchanged sentences

On September 16, 2024, we acquired Voleatech with cash on hand for € 5.0 million ($ 5.6 million), net of cash acquired and accounted for the acquisition as a business combination.

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.

The acquisition includes a potential earn-out up to € 3.0 million based upon certain targets over three years , which are being 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 (Operational Technology) networking.

Voleatech is reported within the Automation Solutions segment and is not material to our financial position or results of operations.

On June 30, 2024, we acquired Precision with cash on hand for $ 289.6 million, net of cash acquired and accounted for the acquisition as a business combination.

The results of Voleatech have been included in our Consolidated Financial Statements from September 16, 2024 and are reported within t he Automation Solutions segment.

The Voleatech acquisition was not material to our financial position or results of operations.

On June 30, 2024, we acquired Precision Optical Technologies (Precision) and accounted for it as a business combination.

During 2025, we received $ 7.9 million related to an adjustment of the consideration paid.

Including this adjustment, the total consideration paid for Precision, net of cash acquired, was $ 281.7 million and was funded with cash on hand.

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

13 unchanged sentences

Long-term operating lease liabilities 2,468

Other long-term liabilities 222

Total liabilities assumed $ 66,996

Net assets $ 281,713

The above purchase price allocation is preliminary and subject to revision as additional information about the fair value of individual assets and liabilities becomes available.

The preliminary measurement of receivables, inventory, intangible assets, goodwill, deferred income taxes, and other assets and liabilities are subject to change.

A change in the estimated fair value of the net assets acquired will change the amount of the purchase price allocated to goodwill.

The preliminary fair value of acquired receivables is $ 24.2 million , which is equivalent to its gross contractual amount.

The fair value of acquired receivables is $ 23.9 million , which is equivalent to its gross contractual amount.

A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions.

4 unchanged sentences

These assumptions are forward-looking and could be affected by future economic and market conditions.

For purposes of the above allocation, we based our preliminary estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm.

For purposes of the above allocation, we based our estimate of the fair values for intangible assets on valuation studies performed by a third party valuation firm.

We used various valuation methods including lost income, excess earnings, and relief from royalty to estimate the preliminary fair value of the identifiable intangible assets (Level 3 valuation).

20 unchanged sentences

The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

The useful life for the non-compete agreements was based on the terms of such arrangements.

Precision and Voleatech collectively constituted approximately 3 % and ( 1 %) of our revenues and income before taxes for the year ended December 31, 2024, respectively.

The following table illustrates the unaudited pro forma effect on operating results as if the Precision acquisition had been completed as of January 1, 2023.

Years Ended December 31,

(In thousands, except per share data)

Revenues $ 2,531,820 $ 2,640,396

Net income attributable to Belden stockholders 202,947 232,713

Diluted income per share attributable to Belden stockholders $ 4.91 $ 5.43

For purposes of the unaudited pro forma disclosures, the year ended December 31, 2023 includes nonrecurring expenses directly attributable to the business combination of $ 9.4 million and $ 0.3 million for integration costs and inventory fair value adjustments, respectively.

The above unaudited pro forma financial information is presented for informational purposes only and does not purport to represent what our results of operations would have been had we completed the acquisition on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods.

Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

In August 2023, we acquired CloudRail GmbH (CloudRail) with cash on hand for $ 9.2 million, net of cash acquired and accounted for the acquisition as a business combination.

46 unchanged sentences

The useful life for the trademarks was based on the period of time we expect to continue to go to market using the trademarks.

During 2022, we completed three acquisitions.

On January 17, 2022, we acquired Macmon for $ 41.9 million, net of cash acquired.

Macmon, based in Berlin, Germany, is a leading provider of products and services that secure network infrastructure in a variety of mission critical industries.

On March 3, 2022, we acquired NetModule for $ 23.5 million, net of cash acquired.

NetModule, based in Bern, Switzerland, is a leading provider of reliable, fast and secure wireless network infrastructures through advanced capabilities in 5G and WiFi6 technologies in a variety of mission critical industries with a strong focus on

mass transit and intelligent traffic systems within the transportation vertical.

On April 15, 2022, we acquired CAI for $ 19.0 million, net of cash acquired.

CAI is headquartered in Anniston, Alabama and designs, manufactures, and sells a range of plug-in radio frequency filters used in outside plant hybrid fiber-coax nodes.

The results of operations of each acquisition have been included in our results of operations from their respective acquisition dates.

The three acquisitions were not material to our consolidated results of operations.

Macmon and NetModule are included in the Automation Solutions segment, and CAI is included in the Smart Infrastructure Solutions segment.

All three acquisitions were funded with cash on hand and accounted for as a business combination.

Precision and Voleatech collectively constituted approximately 3 % and ( 1 %) of our revenues and income before taxes for the year ended December 31, 2024, respectively.

The following table illustrates the unaudited pro forma effect on operating results as if the Precision acquisition had been completed as of January 1, 2023.

Years Ended December 31,

(In thousands, except per share data)

Revenues $ 2,531,820 $ 2,640,396

Net income attributable to Belden stockholders 202,947 232,713

Diluted income per share attributable to Belden stockholders $ 4.91 $ 5.43

Pro forma adjustments exclude cost savings from any synergies resulting from the acquisition.

On February 22, 2022, we sold Tripwire for gross cash consideration of $ 350.0 million.

T he divestiture of Tripwire represented a strategic shift impacting our operations and financial results.

As a result, the Tripwire disposal group, which was included in our Automation Solutions segment, is reported within discontinued operations.

We recognized a loss on disposal of discontinued operations, net of tax of $ 9.2 million during 2022.

The following table summarizes the operating results of the Tripwire disposal group up to the February 22, 2022 disposal date:

February 22, 2022

(In thousands)

Revenues $ 12,067

Cost of sales ( 3,256 )

Gross profit 8,811

Selling, general and administrative expenses ( 8,185 )

Research and development expenses ( 5,528 )

Amortization of intangible assets ( 638 )

Loss before taxes $ ( 5,540 )

From January 1, 2022 to February 22 , 2022, th e Tripwire disposal group did not have any significant capital expenditures nor non-cash charges for investing activities and recognized share-based compensation expense of $ 0.2 million.

Operating Segments and Geographic Information

We are organized around two global businesses:

As of December 31, 2025, we were organized around two global businesses:

Smart Infrastructure Solutions and Automation Solutions.

As Belden continues to advance forward with solutions focused on data infrastructure, we renamed our two reportable segments during 2024 from Enterprise Solutions and Industrial Automation Solutions to Smart Infrastructure Solutions and Automation Solutions, respectively.

The composition of the segments did not change as a result of these name changes.

In 2026, we are realigning our organizational structure, moving to a unified functional operating model.

Each of the global businesses represents a reportable segment.

67 unchanged sentences

Severance, restructuring, and acquisition integration costs 14,967 22,814 25,152

The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income from continuing operations before taxes, respectively.

The following table is a reconciliation of the total of the reportable segments’ Revenues and EBITDA to consolidated revenues and consolidated income before taxes, respectively.

Years Ended December 31,

12 unchanged sentences

Interest expense, net ( 46,355 ) ( 38,303 ) ( 33,625 )

Loss on debt extinguishment — — ( 6,392 )

Loss related to revolver refinancing ( 76 ) — —

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

Consolidated income from continuing operations before taxes $ 227,942 $ 285,756 $ 317,393

Consolidated income before taxes $ 266,866 $ 227,942 $ 285,756

(1) Includes costs associated with acquisitions, productivity initiatives, and manufacturing footprint actions.

1 unchanged sentence

(3) During 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.

During 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.

41 unchanged sentences

During 2023, we sold our 51 % ownership interest in Shanghai Hi-Tech Control System Co, Ltd to (Hite) for $ 0.9 million and recognized a $ 0.4 million pretax gain on sale.

The sale also includes $ 0.6 million of potential earnout payments.

The joint venture developed and provided certain Automation Solutions products and integrated solutions to customers in China.

2 unchanged sentences

As Belden was the primary beneficiary of the joint venture, due to both our ownership percentage and control over the activities of the joint venture, we consolidated the joint venture in our financial statements and presented the results of the joint venture attributable to Hite’s ownership as net income attributable to noncontrolling interest in the Consolidated Statements of Operations up to April 28, 2023 when we sold and deconsolidated the entity.

The joint venture was not material to our consolidated financial statements as of or for the years ended December 31, 2023 or 2022.

The joint venture was not material to our consolidated financial statements for the year ended December 31, 2023.

Income Per Share

3 unchanged sentences

(In thousands)

Income from continuing operations $ 198,414 $ 242,556 $ 267,748

Net income (loss) attributable to noncontrolling interest ( 19 ) ( 203 ) 159

Income from continuing operations attributable to Belden common stockholders 198,433 242,759 267,589

Loss from discontinued operations, net of tax — — ( 3,685 )

Loss on disposal of discontinued operations, net of tax — — ( 9,241 )

Net income $ 237,522 $ 198,414 $ 242,556

Net loss attributable to noncontrolling interest — ( 19 ) ( 203 )

Net income attributable to Belden common stockholders $ 237,522 $ 198,433 $ 242,759

50 unchanged sentences

Depreciation Expense

We recognized depreciation expense in income from continuing operations of $ 56.4 million, $ 51.4 million, and $ 46.7 million in 2024, 2023, and 2022, respectively.

Gain on Sale of Assets

During 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.

This gain on sale was excluded from Segment EBITDA of our Automation Solutions segment.

We recognized depreciation expense of $ 63.8 million, $ 56.4 million, and $ 51.4 million in 2025, 2024, and 2023, respectively.

Sale-Leasebacks

1 unchanged sentence

This gain on sale was excluded from Segment EBITDA of our Automation Solutions segment.

The lease is for a term of 10 years and as of December 31, 2024, had a total right-of-use asset balance of $ 8.6 million .

The lease is for a term of 10 years and as of December 31, 2025 , had a total right-of-use asset balanc e of $ 8.2 million.

We have operating and finance leases for properties, including manufacturing facilities, warehouses, and office space;

23 unchanged sentences

Operating cash flows from operating leases $ 21,124 $ 22,175 $ 19,080

Operating and financing cash flows from finance leases were not material for the years ended December 31, 2024, 2023 and 2022.

Operating and financing cash flows from finance leases were not material for the years ended December 31, 2025, 2024, or 2023.

Supplemental balance sheet information related to leases was as follows:

26 unchanged sentences

Total $ 178,267

In addition, we guaranteed the lease payments for certain property leases of a former subsidiary with expiration dates extending up to 2035.

In addition, we guaranteed the lease payments for certain property leases of a former subsidiary with expiration dates extending out to 2035.

These lease guarantees were retained by Belden and not transferred to the buyer of the former subsidiary.

22 unchanged sentences

Total intangible assets subject to amortization $ 952,385 $ ( 552,586 ) $ 399,799 $ 892,840 $ ( 473,766 ) $ 419,074

Indefinite-lived intangible assets not subject to amortization:

Trademarks $ — $ — $ — $ 27,000 $ — $ 27,000

Total intangible assets not subject to amortization $ — $ — $ — $ 27,000 $ — $ 27,000

Intangible assets $ 892,840 $ ( 473,766 ) $ 419,074 $ 688,375 $ ( 419,231 ) $ 269,144

Segment Allocation of Goodwill and Trademarks

Segment Allocation of Goodwill

The changes in the carrying amount of goodwill assigned to reporting units in our reportable segments are as follows:

6 unchanged sentences

Balance at December 31, 2024 $ 629,358 $ 389,319 $ 1,018,677

Acquisitions 120,962 2,620 123,582

Acquisition adjustments ( 6,976 ) ( 320 ) ( 7,296 )

Translation impact 7,025 18,415 25,440

Balance at December 31, 2025 $ 629,407 $ 407,414 $ 1,036,821

The changes in the carrying amount of indefinite-lived trademarks are as follows:

Smart Infrastructure Solutions Automation

Solutions Consolidated

(In thousands)

Balance at December 31, 2022 and 2023 $ 27,000 $ — $ 27,000

Reclassify to definite-lived ( 27,000 ) — ( 27,000 )

Balance at December 31, 2024 $ — $ — $ —

Annual Impairment Test

The annual measurement date for our goodwill impairment test is our fiscal November month-end.

For our 2024 goodwill impairment test, we performed a qualitative assessment for all six reporting units and determined that it was more likely than not that the fair value of each reporting unit was greater than its respective carrying value.

For our 2025 goodwill impairment test, we performed a quantitative assessment for one of our reporting units and determined the estimated fair value by calculating the present value of estimated future cash flows using Level 3 inputs.

We determined that the fair value for the reporting unit was in excess of its carrying value.

We performed a qualitative assessment for the remaining five reporting units and determined that it was more likely than not that the fair value of each reporting unit was greater than its respective carrying value.

Therefore, we did no t record any goodwill impairment in 2025.

We did no t recognize any goodwill or indefinite-lived intangible asset impairment in 2023 or 2022.

We also did no t recognize any goodwill impairment in 2024 or 2023.

For our quantitative impairment test in 2025, the fair value of the reporting unit was 15 % over its carrying value.

The assumptions used to estimate fair value were based on the past performance of the reporting unit as well as the projections incorporated in our strategic plan.

Significant assumptions included sales growth, profitability, and related cash flows, along with cash flows associated with taxes and capital spending.

The discount rate used to estimate fair value was risk adjusted in consideration of the economic conditions in effect at the time of the impairment test.

We also considered assumptions that market participants may use.

In our assessment, the discount rate was 13.6 %, the 2026 to 2035 compounded annual revenue growth rate was 5.9 %, and the revenue growth rate beyond 2035 was 3.0 %.

By their nature, these assumptions involve risks and uncertainties.

There is inherent risk associated with using an income approach to estimate fair value.

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

Amortization Expense

We recognized amortization expense in income from continuing operations of $ 59.4 million, $ 48.1 million, and $ 41.7 million in 2024, 2023, an d 2022, respectively.

We recognized amortization expense of $ 65.6 million, $ 59.4 million, and $ 48.1 million in 2025, 2024, and 2023, respectively.

We expect to recognize annual amortization expense of $ 60.2 million in 2026, $ 56.7 million in 2027, $ 50.7 million in 2028, $ 37.9 million in 2029, and $ 30.1 million in 2030 related to our intangible assets balance as of December 31, 2025.

The weighted-average amortization period for our customer relationships, trademarks, developed technology, non-compete agreements, and backlog is 19.5 years, 7.5 years, 7.3 years, 5.0 years, 5.0 years, and 5.0 years, respectively.

At the beginning of 2024, we re-evaluated the useful life of a certain trademark in our Smart Infrastructure Solutions segment and concluded that an indefinite life for this trademark was no longer appropriate.

We estimated a useful life of eight years for the trademark and will re-evaluate this estimate if and when our expected use of the trademark changes.

We began amortizing the trademark in 2024, which resulted in amortization expense of $ 3.4 million for the year ended December 31, 2024.

As of December 31, 2024 and 2023, the net book value of this trademark was $ 23.6 million and $ 27.0 million, respectively.

The weighted-average amortization period for our customer relationships, developed technology, trademarks, non-compete agreements, and backlog is 19.3 years, 7.2 years, 6.8 years, 5.0 years, and 5.0 years, respectively.

Accrued Liabilities

14 unchanged sentences

We initiated a productivity program in response to weaker economic conditions experienced in the second half of 2023.

The Smart Infrastructure Solutions and Automation Solutions segments incurred $ 2.6 million and $ 0.5 million, respectively, of severance and other costs during the year ended December 31, 2024 and $ 3.6 million and $ 5.5 million, respectively, during the year ended December 31, 2023.

The Smart Infrastructure Solutions segment incurred $ 1.7 million, $ 2.6 million and $ 3.6 million of severance and other costs during the years ended December 31, 2025, 2024 and 2023, respectively.

The Automation Solutions segment incurred $ 2.2 million, $ 0.5 million, and $ 5.5 million of severance and other costs during the years ended December 31, 2025, 2024 and 2023, respectively.

Acquisition Integration Program

We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, primarily by focusing on con solidating existing and acquired facilities as well as other support functions.

We are integrating our recent acquisitions with our existing businesses to achieve desired cost savings, primarily by focusing on consolidating existing and acquired facilities as well as other support functions.

The Smart Infrastructure Solutions segment incurred $ 2.2 million, $ 11.6 million, and $ 6.5 million of restructuring and integration costs during the years ended December 31, 2025, 2024, and 2023, respectively.

The Automation Solutions segment incurred $ 2.1 million, $ 3.0 million, and $ 3.4 million of restructuring and integration co sts during the years ended December 31, 2024, 2023, and 2022, respectively.

Manufacturing Footprint Program

We consolidated our manufacturing footprint in the Americas region during 2022.

The Smart Infrastructure Solutions and Automation Solutions segments incurred $ 3.3 million and $ 5.0 million, respectively, of severance and other costs during the year ended December 31, 2022.

The Automation Solutions segment incurred $ 1.2 million, $ 2.1 million, and $ 3.0 million of restructuring and integration costs during the years ended December 31, 2025, 2024, and 2023, respectively.

The following table summarizes the costs of the programs described above by segment, all of which were excluded from Segment EBITDA:

16 unchanged sentences

The majority of the restructuring and integration costs related to these actions were paid as incurred or are payable within the next 60 days.

There were no significant severance accrual balances as of December 31, 2025 or 2024.

The following table summarizes the costs of the programs described above by financial statement line item in the Consolidated Statement of Operations:

6 unchanged sentences

Total $ 7,315 $ 16,820 $ 18,654

Accrued Severance

The table below sets forth severance activity included in accrued liabilities that occurred for the Acquisition Integration Program and Productivity Initiative Program described above (in thousands).

Balance at December 31, 2022 $ —

New charges 8,254

Cash payments ( 3,151 )

Foreign currency translation 68

Other adjustments ( 161 )

Balance at December 31, 2023 $ 5,010

New charges 1,876

Cash payments ( 1,208 )

Foreign currency translation ( 35 )

Other adjustments ( 564 )

Balance at December 31, 2024 $ 5,079

Long-Term Debt and Other Borrowing Arrangements

13 unchanged sentences

Revolving Credit Agreement due 2030

We have a $ 300.0 million multi-currency asset-based revolving credit facility (the Revolver).

The maturity date of the Revolver is June 2, 2026.

On July 18, 2025, we refinanced our revolving credit facility (the Revolver) extending the maturity date to July 18, 2030 and increasing the borrowing capacity from $ 300.0 million to $ 400.0 million.

The borrowing base under the Revolver includes eligible accounts receivable;

and property, plant and equipment of certain of our subsidiaries in the United States, Canada, Germany, the United Kingdom and the Netherlands.

and property, plant and equipment of certain of our subsidiaries in the United States, Belgium, Canada, Germany, the Netherlands, and United Kingdom.

Interest on outstanding borrowings is variable, based upon SOFR or other similar indices in foreign jurisdictions, plus a spread that ranges from 1.25 % - 1.75 %, depending upon our leverage position.

2 unchanged sentences

We pay a commitment fee on the total commitments of 0.25 %.

In the event we borrow more than 90 % of our combined borrowing base or our borrowing base availability is less than $ 20.0 million, we are subject to a fixed charge coverage ratio covenant.

In the event that we borrow more than 90 % of our combined borrowing base or our borrowing base availability is less than $ 27.0 million, we are subject to a fixed charge coverage ratio covenant.

In connection with the refinancing, we recognized a $ 0.1 million loss for unamortized debt issuance costs associated with creditors no longer participating in the Revolver.

When we refinanced the Revolver, we paid approximately $ 3.2 million of fees, which are being amortized over the remaining term of the Revolver.

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.

Senior Subordinated Notes

We have outstanding € 450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes).

The carrying value of the 2027 Notes as of December 31, 2024 is $ 465.8 million.

The 2027 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

The 2027 Notes rank equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver.

Interest is payable semiannually on January 15 and July 15 of each year.

We had outstanding € 450.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2027 (the 2027 Notes).

The carrying value of the 2027 Notes as of December 31, 2025 was $ 528.5 million.

The 2027 Notes were guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

The 2027 Notes ranked equal in right of payment with our senior subordinated notes due 2031 and 2028 and with any future subordinated debt, and they were subordinated to all of our senior debt and the senior debt of our subsidiary guarantors, including our Revolver.

Interest was payable semiannually on January 15 and July 15 of each year.

On January 28, 2026, we issued € 450 million aggregate principal amount of 4.250 % Senior Subordinated Notes due 2033 (the 2033 Notes), which are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

The 2033 Notes will be ranked equal in right of payment with our senior subordinated notes due 2031 and 2028, and interest will be payable semiannually on February 1 and August 1 of each year, beginning August 1, 2026.

With the proceeds from this offering, on February 11, 2026, we repurchased the 2027 Notes for cash consideration of € 450.0 million ($ 537.3 million) and recognized a $ 1.3 million loss on debt extinguishment, including the write-off of unamortized debt issuance costs.

We have outstanding € 350.0 million aggregate principal amount of 3.875 % senior subordinated notes due 2028 (the 2028 Notes).

8 unchanged sentences

Interest is payable semiannually on January 15 and July 15 of each year.

We had outstanding € 200.0 million aggregate principal amount of 4.125 % senior subordinated notes due 2026 (the 2026 Notes).

In 2022, we repurchased the full € 200.0 million 2026 Notes outstanding for cash consideration of € 204.1 million ($ 227.9 million), including a redemption premium, and recognized a $ 6.4 million loss on debt extinguishment including the write-off of unamortized debt issuance costs.

Fair Value of Long-Term Debt

21 unchanged sentences

(in thousands)

Income from continuing operations before taxes:

Income before taxes:

United States operations $ 84,531 $ 74,850 $ 86,805

Foreign operations 182,335 153,092 198,951

Income from continuing operations before taxes $ 227,942 $ 285,756 $ 317,393

Income before taxes $ 266,866 $ 227,942 $ 285,756

Income tax expense (benefit):

9 unchanged sentences

Income tax expense $ 29,344 $ 29,528 $ 43,200

In addition to the above income tax expense associated with continuing operations, we also recorded an income tax benefit associated with discontinued operations of $ 2.5 million in 2022.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes after the prospective adoption of ASU 2023-09 is as follows:

Year Ended December 31, 2025

Amount Percentage

Effective income tax rate reconciliation:

United States Federal Statutory Tax Rate $ 56,041 21.0 %

State and Local Income Taxes, Net of Federal Income Tax Effect (a)

State and local income taxes 4,523 1.7 %

Capital gain on equity transfer (b) 6,383 2.4 %

Changes in valuation allowances - capital loss utilization on equity transfer (b) ( 6,383 ) ( 2.4 ) %

Foreign Tax Effects

Belgium ( 2,815 ) ( 1.1 ) %

Enacted changes in tax laws or rates 2,828 1.1 %

Other ( 219 ) ( 0.1 ) %

Statutory tax rate difference between Malta and United States 5,025 1.9 %

Notional interest deduction ( 8,332 ) ( 3.1 ) %

Foreign exchange gain ( 3,426 ) ( 1.3 ) %

Other ( 607 ) ( 0.2 ) %

Branch profit tax exemption ( 6,678 ) ( 2.5 ) %

Other 1,743 0.7 %

Switzerland 3,333 1.2 %

Other foreign jurisdictions ( 1,556 ) ( 0.6 ) %

Effect of Cross-Border Tax Laws

Global intangible low-taxed income 16,142 6.0 %

Other ( 1,143 ) ( 0.4 ) %

Foreign tax credits ( 10,308 ) ( 3.9 ) %

Other ( 1,840 ) ( 0.7 ) %

Changes in Valuation Allowances

Capital loss utilization on equity transfer (b) ( 52,254 ) ( 19.6 ) %

Other ( 323 ) ( 0.1 ) %

Nontaxable or Nondeductible Items

Branch profit tax exemption ( 16,466 ) ( 6.2 ) %

Limitation on executive compensation 6,165 2.3 %

Share-based payment awards ( 3,539 ) ( 1.3 ) %

Other 2,746 1.1 %

Changes in Unrecognized Tax Benefits ( 11,950 ) ( 4.5 ) %

Other Adjustments

Capital gain on equity transfer (b) 52,254 19.6 %

Effective Tax Rate $ 29,344 11.0 %

(a) State taxes in Illinois, New Mexico, New Jersey, and California made up the majority (greater than 50 percent) of the tax effect in this category.

(b) Capital loss carryforward with an associated valuation allowance recorded against it was utilized to offset a capital gain derived from the sale of shares of a domestic subsidiary as part of an internal restructuring.

A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S.

federal income tax rate to income before taxes for years prior to the adoption of ASU 2023-09 is as follows:

Years Ended December 31,

2024 2023 2022

Effective income tax rate reconciliation from continuing operations:

Effective income tax rate reconciliation:

United States federal statutory rate 21.0 % 21.0 %

8 unchanged sentences

federal statutory tax rate and our effective tax rate was the impact of foreign tax rate differences.

Foreign tax rate differences resulted in an income tax benefit of $ 26.4 million, $ 30.1 million, and $ 34.4 million in 2024, 2023, and 2022, respectively.

Foreign tax rate differences resulted in an income tax benefit of $ 26.4 million and $ 30.1 million in 2024 and 2023, respectively.

Changes in tax contingencies, primarily associated with our foreign tax credit, was another significant difference between the U.S.

6 unchanged sentences

growth opportunities.

The determination of the unrecognized deferred tax liability that would be incurred upon repatriation of these undistributed non-U.S.

earnings is not practicable.

The components of deferred income taxes were as follows:

13 unchanged sentences

Net deferred income tax liability $ ( 83,547 ) $ ( 60,981 )

The net increase in deferred tax liabilities primarily relates to the deferred tax liabilities associated with the intangible assets of the Precision acquisition.

The decreases in valuation allowances and deferred tax assets related to net operating loss, capital loss, and tax credit carryforwards primarily relate to the utilization of a capital loss to offset a capital gain derived from the sale of shares of a domestic subsidiary as part of an internal restructuring.

The net increase in deferred tax liabilities primarily relates to the accelerated amortization of previously capitalized research and experimental expenditures as a result of newly enacted tax legislation in the U.S.

as well as increase to deferred tax liabilities associated with an unrealized foreign exchange gain on debt that is designated as a net investment hedge.

As of December 31, 2025, we had $ 123.0 million of gross net operating loss carryforwards, $ 10.6 million of tax credit carryforwards, and $ 146.9 million of gross capital loss carryforwards.

5 unchanged sentences

Unless otherwise utilized, tax credit carryforwards of $ 10.6 million will expire as follows:

$ 0.1 million in 2024, $ 8.5 million between 2025 and 2027 and $ 4.0 million between 2028 and 2043.

$ 6.0 million between 2026 and 2028 and $ 3.1 million between 2029 and 2044.

Tax credit carryforwards with an indefinite carryforward period total $ 1.5 million.

7 unchanged sentences

United States - Federal and various states $ 35,832

Switzerland 22,378

Germany 22,040

United Kingdom 17,317

Australia 7,501

Total $ 122,972

4 unchanged sentences

Total $ 10,626

In 2024, we recognized a net $ 8.5 million increase to reserves for uncertain tax positions.

In 2025, we recognized a net $ 12.0 million decrease to reserves for uncertain tax positions primarily related to certain tax credits as a result of an income tax audit settlement.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

8 unchanged sentences

As of December 31, 2025 and 2024, we accrued $ 0.2 million and $ 0.1 million for the payment of interest and penalties.

See Note 24, Supplemental Cash Flow Information, for further information regarding income tax payments.

Our federal tax return for the tax years 2022 and later remain subject to examination by the Internal Revenue Service.

57 unchanged sentences

Settlement loss (gain) 27 1,147 ( 101 ) — — —

Other adjustments ( 30 ) — — — — —

Net loss (gain) recognition 1,895 ( 110 ) ( 938 ) ( 319 ) ( 411 ) ( 737 )

Net periodic benefit cost (income) $ 2,808 $ 494 $ ( 1,187 ) $ 577 $ 286 $ 712

We recorded settlement losses totaling $ 1.1 million and $ 1.2 million during 2024 and 2022, respectively.

The settlement losses were the result of lump-sum payments to participants that exceeded the sum of the pension plan's respective annual service cost and interest cost amounts.

Net periodic benefit cost $ 4,810 $ 2,808 $ 494 $ 627 $ 577 $ 286

We recorded a settlement loss of $ 1.1 million during 2024.

The settlement loss was the result of lump-sum payments to participants that exceeded the sum of the pension plan's respective annual service cost and interest cost amounts.

The following table presents the assumptions used in determining the benefit obligations and the net periodic benefit cost amounts.

15 unchanged sentences

Year that the rate reaches the rate it is assumed to remain at N/A N/A 2028 2028

During 2025, one of the Company’s UK defined benefit pension plans entered into a pension buy-in contract with a third-party insurance company covering a portion of the plan’s defined benefit obligations.

Under the terms of the contract, the insurer is required to make payments to the plan that are designed to match the benefit payments owed to covered participants.

The plan retains legal responsibility for paying benefits to participants.

The buy-in contract does not relieve the plan of its obligation to provide pension benefits and therefore did not result in settlement accounting.

Accordingly, the transaction did not affect the plan’s projected benefit obligation, funded status, or accumulated other comprehensive income at the date the contract was executed.

During 2023, there was a ruling in the United Kingdom related to the validity of certain amendments to benefits in contracted-out salary-related defined benefit pension plans.

3 unchanged sentences

We will continue to investigate whether any of our plans are impacted.

As of December 31, 2024, no specific adjustments for this matter have been included in estimating our projected benefit obligation and related net periodic benefit costs.

As of December 31, 2025 and 2024, no specific adjustments for this matter have been included in estimating our projected benefit obligation and related net periodic benefit costs.

Plan assets are invested using a total return investment approach whereby a mix of equity securities and fixed income securities are used to preserve asset values, diversify risk, and achieve our target investment return benchmark.

15 unchanged sentences

Fair Market Value at December 31, 2025 Quoted Prices

(Level 1) Significant

(Level 1) Unobservable

(Level 3) Investments Measured at Net Asset Value Fair Market Value at December 31, 2024 Quoted Prices

(Level 1) Significant

(Level 1) Unobservable

(Level 3) Investments Measured at Net Asset Value

23 unchanged sentences

(e) This category includes investments in hedge funds that pursue multiple strategies in order to provide diversification and balance risk/return objectives, real estate funds, and private equity funds.

The changes in Level 3 defined pension plan assets for the year ended December 31, 2025 were attributable to net purchases and an immaterial amount attributable to returns on the plan assets.

The plans do not invest in individual securities.

16 unchanged sentences

(In thousands)

Components of accumulated other comprehensive loss:

Components of accumulated other comprehensive loss (gain):

Net actuarial loss (gain) $ 7,655 $ ( 4,388 )

5 unchanged sentences

Net actuarial loss (gain), beginning of year $ 13,120 $ ( 4,398 )

Amortization of actuarial gain 110 411

Amortization of actuarial gain (loss) ( 1,895 ) 320

Actuarial loss (gain) 1,567 ( 134 )

Asset loss 15,658 —

Asset gain ( 4,907 ) —

Settlement loss recognized ( 27 ) —

Other adjustments 29 —

Currency impact ( 232 ) ( 176 )

2 unchanged sentences

Amortization of prior service cost ( 156 ) —

Prior service credit occurring during the year ( 104 ) —

Prior service cost occurring during the year 3,629 —

Currency impact 200 —

8 unchanged sentences

Balance at December 31, 2023 $ ( 26,514 ) $ ( 14,765 ) $ ( 41,279 )

Other comprehensive loss attributable to Belden before reclassifications ( 24,431 ) ( 9,696 ) ( 34,127 )

Amounts reclassified from accumulated other comprehensive income ( 139 ) ( 1,142 ) ( 1,281 )

Net current period other comprehensive loss attributable to Belden ( 24,570 ) ( 10,838 ) ( 35,408 )

Balance at December 31, 2023 $ ( 26,514 ) $ ( 14,765 ) $ ( 41,279 )

Other comprehensive income attributable to Belden before reclassifications 29,643 8,364 38,007

2 unchanged sentences

Balance at December 31, 2024 $ 3,129 $ ( 6,661 ) $ ( 3,532 )

As of December 31, 2024 and 2023, the tax balances included in accumulated other comprehensive income (loss) in the table above are not material.

Other comprehensive income (loss) attributable to Belden before reclassifications ( 94,937 ) ( 54 ) ( 94,991 )

Amounts reclassified from accumulated other comprehensive income — 1,319 1,319

Net current period other comprehensive income (loss) attributable to Belden ( 94,937 ) 1,265 ( 93,672 )

Balance at December 31, 2025 $ ( 91,808 ) $ ( 5,396 ) $ ( 97,204 )

As of December 31, 2025 and 2024, there was tax of $ 14.1 million and $ 3.9 million, respectively, included in accumulated other comprehensive income (loss) in the table above.

The following table summarizes the effects of reclassifications from accumulated other comprehensive income (loss):

7 unchanged sentences

Amortization of pension and other postretirement benefit plan items:

Actuarial gains $ ( 521 ) (1)

Actuarial losses $ 1,575 (1)

Prior service cost 156 (1)

Total before tax 1,731

Tax expense 81

Tax benefit ( 412 )

Total net of tax $ 1,319

1 unchanged sentence

Share-Based Compensation

Compensation cost included in income from continuing operations, primarily selling, general and administrative expense, and the income tax benefit recognized for our share-based compensation arrangements is included below:

Compensation cost primarily included in selling, general and administrative expense, and the income tax benefit recognized for our share-based compensation arrangements is included below:

Years Ended December 31,

6 unchanged sentences

Generally, SARs may be converted into shares of our common stock in equal amounts on each of the first three anniversaries of the grant date and expire 10 years from the grant date.

We did not grant any SARs in 2024.

We did not grant any SARs in 2025 or 2024.

Certain awards provide for accelerated vesting in certain circumstances, including following a change in control of the Company.

14 unchanged sentences

value and assumptions)

Weighted-average fair value of SARs granted n/a $ 39.44 $ 21.85

Weighted-average fair value of SARs granted n/a n/a $ 39.44

Total intrinsic value of SARs exercised 4,509 5,696 12,229

24 unchanged sentences

This program is funded with cash on hand and cash flows from operating activities.

During 2024, our Board of Directors increased the authorizations under this program by $ 300.0 million.

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 .

9 unchanged sentences

At December 31, 2025, we were committed to purchase approximately 1.7 million pounds of copper at an aggregate fixed cost of $ 9.0 million.

At December 31, 2024, this fixed cost was $ 1.1 million greater than the market cost that would be incurred on a spot purchase of the same amount of copper.

At December 31, 2025, this fixed cost was $ 0.8 million less than the market cost that would be incurred on a spot purchase of the same amount of copper.

The aggregate market cost was based on the current market price of copper obtained from the New York Mercantile Exchange.

Approximately 26 % of our labor force is covered by collective bargaining agreements at various locations around the world, and we expect to renegotiate these agreements during 2025.

Approximat ely 26 % of our labor force is covered by collective bargaining agreements at various locations around the world, and we expect to renegotiate the majority of these agreemen ts during 2026.

Fair Value of Financial Instruments

7 unchanged sentences

Letters of Credit, Guarantees and Bonds

At December 31, 2024, we were party to unused standby letters of credit, bank guarantees, and surety bonds totaling $ 9.4 million, $ 6.4 million, and $ 6.2 million, respectively.

At December 31, 2025, we were party to unused standby surety bonds, letters of credit, and bank guarantees totaling $ 13.0 million, $ 11.1 million, and $ 5.8 million, respect ively.

These commitments are generally issued to secure obligations we have for a variety of commercial reasons, such as workers compensation self-insurance programs in several states and the importation and exportation of product.

Supplemental Cash Flow Information

Supplemental cash flow information is as follows:

Interest Paid

Years Ended December 31,

1 unchanged sentence

(In thousands)

Interest paid $ ( 43,157 ) $ ( 42,402 ) $ ( 42,105 )

Income Taxes Paid

Income taxes paid, net of refunds for the year ended December 31, 2025 was as follows (in thousands):

Federal $ 23,035

Foreign 7,139

Total $ 33,281

For the year ended December 31, 2025, income taxes paid, net of refunds, in China were $ 2.7 million, exceeding 5% of total income taxes.

No other tax jurisdiction exceeded the 5% threshold for the year ended December 31, 2025.

Income taxes paid and refunds for the years ended December 31, 2024 and 2023 were as follows:

Years Ended December 31,

(In thousands)

Income tax refunds received $ 25,785 $ 6,680

Income taxes paid ( 71,133 ) ( 62,367 )

Interest paid ( 42,402 ) ( 42,105 ) ( 45,168 )

Subsequent Events

Effective January 1, 2026, we are realigning our organizational structure, moving to a unified functional operating model designed to accelerate our solutions-first strategy, enhance operational agility, and capitalize on the increasing convergence of IT and OT.

As a result of this organizational structure realignment, we are now a single reportable segment entity that is managed on a consolidated basis.

This new organizational structure enables us to drive our solutions transformation within key verticals, leveraging our combined offerings to solve customers' most pressing problems.

With the proceeds from this offering, on February 11, 2026, we repurchased the 2027 Notes for cash consideration of € 450.0 million ($ 537.3 million), and recognized a $ 1.3 million loss on debt extinguishment, including the write-off of unamortized debt issuance costs.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data