2 unchanged sentences
In accordance with Securities Exchange Act Rules 13a-15(e) and 15d-15(e), our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: As permitted, that evaluation excluded the business operations of Precision and Voleatech which were acquired in 2024.
−Removed: The acquired business operations excluded from our evaluation collectively consti tuted approximately 11% and 24% of our total assets and net assets as of December 31, 2024, respectively, and 3% and -1% of our revenues and operating income for the year ended December 31, 2024, respectively.
−Removed: The operations of the acquired business will be included in our 2025 evaluation.
Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2025.
25 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
−Removed: As indicated in the accompanying Management’s Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Precision and Voleatech, which are included in the 2024 consolidated financial statements of the Company and constituted 11% and 24% of total assets and net assets, respectively, as of December 31, 2024 and 3% and -1% of revenues and operating income, respectively, for the year then ended.
−Removed: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Precision and Voleatech.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, 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) and our report dated February 13, 2025 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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) and our report dated February 17, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
19 unchanged sentences
Rule 10b5-1 Trading Plans
−Removed: The adoption, modification, or termination of contracts for the purchase or sale of our securities by our Section 16 officers and directors for the three months ended December 31, 2024, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), were as follows:
−Removed: Name Title Action Date
−Removed: Adopted Expiration Date Total
−Removed: SARs Total Shares
−Removed: Ashish Chand (1)
−Removed: President and Chief Executive Officer Adoption 11/01/2024 3/31/2025 16,979 14,535
−Removed: Brian Lieser (2)
−Removed: Executive Vice President, Automation Solutions Adoption 11/07/2024 11/28/2025 5,901 22,364
−Removed: Leah Tate (3)
−Removed: Senior Vice President, Human Resources Adoption 11/08/2024 12/31/2025 2,108 2,400
−Removed: (1) Ashish Chand, President and Chief Executive Officer, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 1, 2024.
−Removed: Chand's plan provides for the exercise of up to 16,979 stock appreciation rights and the sale of up to 14,535 shares of Belden common stock.
−Removed: The plan expires on March 31, 2025, or upon the earlier completion of all authorized transactions under the plan.
−Removed: (2) Brian Lieser, Executive Vice President, Automation Solutions, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 7, 2024.
−Removed: Lieser's plan provides for the exercise of up to 5,901 stock appreciation rights and the sale of up to 22,364 shares of Belden common stock.
−Removed: The plan expires on November 28, 2025, or upon the earlier completion of all authorized transactions under the plan.
−Removed: (3) Leah Tate, Senior Vice President, Human Resources, entered into a pre-arranged stock trading plan pursuant to Rule 10b5-1 on November 8, 2024.
−Removed: Tate's plan provides for the exercise of up to 2,108 stock appreciation rights and the sale of up to 2,400 shares of Belden common stock.
−Removed: The plan expires on December 31, 2025, or upon the earlier completion of all authorized transactions under the plan.
−Removed: Other than those disclosed above, none of our directors or officers adopted , modified, or terminated a "non-Rule 10b5-1 trading arrangement" as defined in Item 408 of Regulation S-K during the three months ended December 31, 2024.
+Added: None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule
+Added: 10b5-1 trading arrangement during the three months ended December 31, 2025.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
58 unchanged sentences
July 10, 2017 Form 8-K, Exhibit 4.1;
+Added: supplemented by July 31, 2025 Form 10-Q, Exhibit 4.1
4.2 Indenture relating to 3.875% Senior Subordinated Notes due 2028
March 16, 2018 Form 8-K, Exhibit 4.1;
+Added: supplemented by July 31, 2025 Form 10-Q, Exhibit 4.2
4.3 Indenture relating to 3.375% Senior Subordinated Notes due 2031
August 3, 2021 Form 8-K, Exhibit 4.1;
+Added: supplemented by July 31, 2025 Form 10-Q Exhibit 4.3
+Added: 4.4 Indenture relating to 4.2 5 0 % Senior Subordinated Notes due 203 3
+Added: January 28, 2026 Form 8-K, Exhibit 4.1
4.5 Description of the Registrant's Securities Registered Under Section 12 of the Securities Exchange Act of 1934
40 unchanged sentences
January 5, 2023 Form 8-K, Exhibit 10.1
−Removed: 14.1 Code of Ethics
−Removed: August 25, 2020 Form 8-K, Exhibit 14.1
+Added: 10.18 Third Amended and Restated Credit Agreement
+Added: July 21, 2025 Form 8-K, Exhibit 10.1
Number Description of Exhibit The filings referenced for incorporation by
1 unchanged sentence
noted to be those of Belden 1993 Inc.
+Added: 14.1 Code of Ethics
+Added: August 27, 2025 Form 8-K, Exhibit 14.1
19.1 Insider Trading Policy
−Removed: Filed herewith
+Added: February 13, 2025 Form 10-K
21.1 List of Subsidiaries of Belden Inc.
34 unchanged sentences
David Aldrich
+Added: /s/ ADEL AL-SALEH* Director February 17, 2026
+Added: Adel Al-Saleh
BALK* Director February 17, 2026
11 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.