BELDEN INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. 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. 76 Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting can also be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. The Company’s management assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2025 . In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO) in Internal Control-Integrated Framework. Based on that assessment, the Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2025 , the Company’s internal control over financial reporting was effective. Ernst & Young, LLP, an independent registered public accounting firm, who audited the Company's Consolidated Financial Statements at December 31, 2025 and the year then ended included in this Form 10-K, has issued an attestation report on the Company's internal control over financial reporting, at December 31, 2025 , which is included herein. Changes to Internal Control over Financial Reporting There were no changes to our internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 77 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Belden Inc. Opinion on Internal Control Over Financial Reporting We have audited Belden Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Belden Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria. 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP St. Louis, Missouri February 17, 2026 78 Item 9B. Other Information Rule 10b5-1 Trading Plans None of the Company’s directors or officers adopted , modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the three months ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 79 PART III Item 10. Directors, Executive Officers and Corporate Governance Information regarding directors is incorporated herein by reference to “Corporate Governance-Proposal I-Election of Directors,” as described in the Proxy Statement. Information regarding executive officers is set forth in Part I herein under the heading “Executive Officers.” Information regarding the Company's insider trading policy is incorporated herein by reference to "Compensation Policies and Other Considerations" as described in the Proxy Statement. The additional information required by this Item is incorporated herein by reference to "Board Committees," "Corporate Governance Documents," "Ownership Information-Section 16(a) Reports," and "General Information-Stockholder Proposals for the 2027 Annual Meeting,” as described in the Proxy Statement. Item 11. Executive Compensation Incorporated herein by reference to “Executive Compensation,” “Corporate Governance-Director Compensation,” “Corporate Governance-Related Party Transactions and Compensation Committee Interlocks” and “Corporate Governance Risk Oversight” as described in the Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters Incorporated herein by reference to “Ownership Information-Equity Compensation Plan Information on December 31, 2025 ” and “Ownership Information-Stock Ownership of Certain Beneficial Owners and Management” as described in the Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence Incorporated herein by reference to “Corporate Governance-Related Party Transactions and Compensation Committee Interlocks” and “Snapshot of 2025 Director Nominees" as described in the Proxy Statement. Item 14. Principal Accountant Fees and Services Incorporated herein by reference to “Public Accounting Firm Information-Fees to Independent Registered Public Accountants for 2025 and 2024” and “Public Accounting Firm Information-Audit Committee’s Pre-Approval Policies and Procedures” as described in the Proxy Statement. Our independent registered public accounting firm is Ernst & Young LLP , St. Louis, MO , Auditor Firm ID: 42 . PART IV Item 15. Exhibits and Financial Statement Schedules (a) Documents filed as part of this Report: 1. Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024 Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2025 Consolidated Statement s of Comprehensive Income for Each of the Three Years in the Period Ended December 31, 2025 Consolidated Cash Flow Statements for Each of the Three Years in the Period Ended December 31, 2025 Consolidated Stockholders’ Equity Statements for Each of the Three Years in the Period Ended December 31, 2025 Notes to Consolidated Financial Statements 2. Financial Statement Schedule Schedule II – Valuation and Qualifying Accounts Beginning Balance Charged to Costs and Expenses Divestitures/ Acquisitions Charge Offs Recoveries Currency Movement Ending Balance (In thousands) Accounts Receivable — Allowance for Doubtful Accounts: 2025 $ 25,257 $ 1,100 $ — $ ( 1,764 ) $ ( 471 ) $ 378 $ 24,500 2024 23,114 3,198 — ( 167 ) ( 677 ) ( 211 ) 25,257 2023 7,954 16,167 — ( 154 ) ( 861 ) 8 23,114 Inventories — Excess and Obsolete Allowances: 2025 $ 71,110 $ 14,001 $ — $ ( 11,288 ) $ ( 1,946 ) $ 2,218 $ 74,095 2024 67,868 19,896 313 ( 12,120 ) ( 3,976 ) ( 871 ) 71,110 2023 45,913 28,018 3,844 ( 8,220 ) ( 1,900 ) 213 67,868 Deferred Income Tax Asset — Valuation Allowance: 2025 $ 108,064 $ 3,507 $ 9 $ — $ ( 59,616 ) $ 610 $ 52,574 2024 109,676 983 1,303 — ( 3,546 ) ( 352 ) 108,064 2023 142,330 2,360 389 ( 35,085 ) ( 549 ) 231 109,676 All other financial statement schedules not included in this Annual Report on Form 10-K are omitted because they are not applicable. 81 3. Exhibits The following exhibits are filed herewith or incorporated herein by reference, as indicated. Documents indicated by an asterisk (*) identify each management contract or compensatory plan. Exhibit Number Description of Exhibit The filings referenced for incorporation by reference are Company (Belden Inc.) filings unless noted to be those of Belden 1993 Inc. 3.1 Certificate of Incorporation, as amended February 29, 2008 Form 10-K, Exhibit 3.1 3.2 Bylaws December 6, 2022 Form 8-K, Exhibit 3.1 4.1 Indenture relating to 3.375% Senior Subordinated Notes due 2027 July 10, 2017 Form 8-K, Exhibit 4.1; 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; 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; supplemented by July 31, 2025 Form 10-Q Exhibit 4.3 4.4 Indenture relating to 4.2 5 0 % Senior Subordinated Notes due 203 3 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 August 3, 2020 Form 10-Q, Exhibit 4.1 10.1 Trademark License Agreement February 15, 2022 Form 10-K, Exhibit 10.1 10.2* Belden Inc. 2011 Long Term Incentive Plan, as amended April 6,2016 Proxy Statement, Appendix II 10.3* Belden Inc. 2021 Long Term Incentive Plan April 8, 2021 Proxy Statement, Appendix II 10.4* Form of Stock Appreciation Rights Award February 15, 2022 Form 10-K, Exhibit 10.4 10.5* Form of Performance Stock Units Award February 15, 2022 Form 10-K, Exhibit 10.5 10.6* Form of Restricted Stock Units Award February 15, 2022 Form 10-K, Exhibit 10.6 10.7* Form of Stretch Achievement Stock Award August 8, 2022 Form 10-Q, Exhibit 10.1 10.8* Belden Inc. Annual Cash Incentive Plan, as amended and restated February 13, 2024 Form 10-K, Exhibit 10.8 10.9* 2004 Belden CDT Inc. Non-Employee Director Deferred Compensation Plan December 21, 2004 Form 8-K, Exhibit 10.1 10.10* Belden Supplemental Excess Defined Benefit Plan February 16, 2021 Form 10-K, Exhibit 10.9 10.11* Belden Supplemental Excess Defined Contribution Plan February 16, 2021 Form 10-K, Exhibit 10.10 10.12* Executive Severance Plan, as amended and restated February 13, 2024 Form 10-K, Exhibit 10.12 10.13* Form of Business Protection Agreement with each of the Executive Officers July 31, 2020 Form 8-K, Exhibit 10.3 10.14* Belden Inc. 2021 Employee Stock Purchase Plan April 8, 2021 Proxy Statement, Appendix III 10.15* Form of Indemnification Agreement with each of the Directors and Officers March 1, 2007 Form 10-K, Exhibit 10.39 10.16 Second Amended and Restated Credit Agreement June 2, 2021, Form 8-K, Exhibit 10.1 10.17 Amendment No. 1 to Second Amended and Restated Credit Agreement January 5, 2023 Form 8-K, Exhibit 10.1 10.18 Third Amended and Restated Credit Agreement July 21, 2025 Form 8-K, Exhibit 10.1 82 Exhibit Number Description of Exhibit The filings referenced for incorporation by reference are Company (Belden Inc.) filings unless noted to be those of Belden 1993 Inc. 14.1 Code of Ethics August 27, 2025 Form 8-K, Exhibit 14.1 19.1 Insider Trading Policy February 13, 2025 Form 10-K 21.1 List of Subsidiaries of Belden Inc. Filed herewith 23.1 Consent of Independent Registered Accounting Firm Filed herewith 24.1 Powers of Attorney from Members of the Board of Directors Filed herewith 31.1 Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer Filed herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer Filed herewith 32.1 Section 1350 Certification of the Chief Executive Officer Filed herewith 32.2 Section 1350 Certification of the Chief Financial Officer Filed herewith 97.1 Policy Relating to Recovery of Erroneously Awarded Compensation February 13, 2024 Form 10-K, Exhibit 97.1 101 The following financial statements from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Cash Flow Statements, (v) Consolidated Statements of Stockholders' Equity and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed 104 The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL * Management contract or compensatory plan Copies of the above Exhibits are available to shareholders at a charge of $0.25 per page, minimum order of $10.00. Direct requests to: Belden Inc., Attention: Corporate Secretary 1 North Brentwood Boulevard, 15th Floor St. Louis, Missouri 63105 83 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BELDEN INC. By /s/ ASHISH CHAND Ashish Chand Date: February 17, 2026 President and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. /s/ ASHISH CHAND President and Chief Executive Officer February 17, 2026 Ashish Chand /s/ JEREMY PARKS Senior Vice President, Finance, and Chief Financial Officer February 17, 2026 Jeremy Parks /s/ DOUGLAS R. ZINK Vice President and Chief Accounting Officer February 17, 2026 Douglas R. Zink /s/ DAVID ALDRICH* Lead Independent Director and Chairman February 17, 2026 David Aldrich /s/ ADEL AL-SALEH* Director February 17, 2026 Adel Al-Saleh /s/ LANCE C. BALK* Director February 17, 2026 Lance C. Balk /s/ DIANE D. BRINK* Director February 17, 2026 Diane D. Brink /s/ JUDY L. BROWN* Director February 17, 2026 Judy L. Brown /s/ NANCY CALDERON* Director February 17, 2026 Nancy Calderon /s/ JONATHAN KLEIN* Director February 17, 2026 Jonathan Klein /s/ VIVIE LEE* Director February 17, 2026 Vivie Lee /s/ GREGORY J. MCCRAY* Director February 17, 2026 Gregory J. McCray /s/ ASHISH CHAND *By Ashish Chand, Attorney-in-fact 84