What changed in this filing

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Item 1. Financial Statements

2026-04-30 compared with 2025-10-30 · 125 added, 359 removed, 358 unchanged (57% of the section changed)

1 unchanged sentence

CONDENSED CONSOLIDATED BALANCE SHEETS

September 28, 2025 December 31, 2024

March 29, 2026 December 31, 2025

(In thousands)

32 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands, except per share data)

7 unchanged sentences

Interest expense, net ( 13,459 ) ( 10,104 )

Non-operating pension benefit (cost) ( 398 ) 286 ( 1,203 ) 747

Loss related to revolver refinancing ( 76 ) — ( 76 ) —

Non-operating pension cost ( 456 ) ( 441 )

Loss on debt extinguishment ( 1,273 ) —

Income before taxes 62,771 62,081

1 unchanged sentence

Net income $ 51,027 $ 51,937

Net loss attributable to noncontrolling interest — ( 3 ) — ( 17 )

Net income attributable to Belden stockholders $ 56,690 $ 53,692 $ 169,633 $ 140,049

Weighted average number of common shares and equivalents:

1 unchanged sentence

Diluted 39,395 40,844

Basic income per share attributable to Belden stockholders $ 1.43 $ 1.32 $ 4.27 $ 3.43

Diluted income per share attributable to Belden stockholders $ 1.41 $ 1.30 $ 4.21 $ 3.39

Comprehensive income attributable to Belden $ 48,064 $ 23,760 $ 83,961 $ 126,175

Basic income per share $ 1.31 $ 1.29

Diluted income per share $ 1.30 $ 1.27

Comprehensive income $ 52,516 $ 14,787

Common stock dividends declared per share $ 0.05 $ 0.05

1 unchanged sentence

CONDENSED CONSOLIDATED CASH FLOW STATEMENTS

Nine Months Ended

September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

4 unchanged sentences

Share-based compensation 9,161 7,776

Loss on debt extinguishment 1,273 —

Changes in operating assets and liabilities, net of the effects of currency exchange rate changes, acquired businesses and disposals:

6 unchanged sentences

Other liabilities ( 4,671 ) ( 3,100 )

Net cash provided by operating activities 194,476 177,357

Net cash provided by (used for) operating activities ( 18,666 ) 7,441

Cash flows from investing activities:

4 unchanged sentences

Cash flows from financing activities:

Payments under borrowing arrangements ( 535,860 ) —

Payments under share repurchase program, including excise tax ( 30,381 ) ( 84,492 )

Payments on revolving credit facility ( 50,000 ) —

Withholding tax payments for share-based payment awards ( 17,700 ) ( 13,671 )

Cash dividends paid ( 6,000 ) ( 6,154 )

Debt issuance costs paid ( 8,630 ) —

Cash dividends paid ( 1,970 ) ( 2,017 )

Payments under financing lease obligations ( 492 ) ( 422 )

Proceeds from issuance of common stock 4,696 3,818

Borrowings on revolving credit facility 50,000 —

Borrowings under credit arrangements 537,255 —

Net cash used for financing activities ( 53,082 ) ( 96,784 )

7 unchanged sentences

Common Stock Paid-In Retained Treasury Stock Comprehensive

Shares Amount Capital Earnings Shares Amount Loss Total

Shares Amount Capital Earnings Shares Amount Income (Loss) Total

(In thousands)

1 unchanged sentence

Net income — — — 51,027 — — — 51,027

Other comprehensive loss, net of tax — — — — — — ( 37,150 ) ( 37,150 )

Other comprehensive income, net of tax — — — — — — 1,489 1,489

Common stock issuance — — 2,999 — 47 1,697 — 4,696

7 unchanged sentences

Balance at March 29, 2026 50,335 $ 503 $ 862,720 $ 1,454,639 ( 11,399 ) $ ( 939,146 ) $ ( 95,715 ) $ 1,283,001

Net income — — — 61,006 — — — 61,006

Other comprehensive loss, net of tax — — — — — — ( 39,896 ) ( 39,896 )

Retirement Savings Plan stock contributions — — 1,391 — 21 737 — 2,128

Exercise of stock options, net of tax withholding forfeitures — — ( 272 ) — 5 ( 1 ) — ( 273 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 779 ) — 20 566 — ( 213 )

Share repurchase including excise tax — — — — ( 153 ) ( 15,616 ) — ( 15,616 )

Share-based compensation — — 6,827 — — — — 6,827

Common stock dividends ($ 0.05 per share)

— — — ( 1,995 ) — — — ( 1,995 )

Balance at June 29, 2025 50,335 $ 503 $ 847,732 $ 1,284,960 ( 10,805 ) $ ( 818,142 ) $ ( 80,578 ) $ 1,234,475

Net income — — — 56,690 — — — 56,690

Other comprehensive loss, net of tax — — — — — — ( 8,626 ) ( 8,626 )

Common stock issuance — — 4,905 — 81 2,904 — 7,809

Retirement Savings Plan stock contributions — — 1,716 — 20 711 — 2,427

Exercise of stock options, net of tax withholding forfeitures — — ( 449 ) — 8 ( 181 ) — ( 630 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 3,235 ) — 44 ( 2,492 ) — ( 5,727 )

Share repurchase including excise tax — — — — ( 387 ) ( 50,317 ) — ( 50,317 )

Share-based compensation — — 8,010 — — — — 8,010

Common stock dividends ($ 0.05 per share)

— — — ( 1,984 ) — — — ( 1,984 )

Balance at September 28, 2025 50,335 $ 503 $ 858,679 $ 1,339,666 ( 11,039 ) $ ( 867,517 ) $ ( 89,204 ) $ 1,242,127

Additional Accumulated

Other Non-controlling

Common Stock Paid-In Retained Treasury Stock Comprehensive

Shares Amount Capital Earnings Shares Amount Income (Loss) Interests Total

Shares Amount Capital Earnings Shares Amount Loss Total

(In thousands)

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) — — — 37,313 — — — ( 4 ) 37,309

Other comprehensive income, net of tax — — — — — — 9,148 — 9,148

Common stock issuance — — 477 — 48 2,675 — — 3,152

Retirement Savings Plan stock contributions — — 641 — 22 1,187 — — 1,828

Exercise of stock options, net of tax withholding forfeitures — — ( 483 ) — 8 99 — — ( 384 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 10,991 ) — 138 3,454 — — ( 7,537 )

Share repurchase including excise tax — — — — ( 675 ) ( 58,270 ) — — ( 58,270 )

Share-based compensation — — 6,397 — — — — — 6,397

Common stock dividends ($ 0.05 per share)

— — — ( 2,059 ) — — — — ( 2,059 )

Balance at March 31, 2024 50,335 $ 503 $ 814,704 $ 1,021,061 ( 9,667 ) $ ( 648,292 ) $ ( 32,131 ) $ 41 $ 1,155,886

Net income (loss) — — — 49,044 — — — ( 10 ) 49,034

Other comprehensive income, net of tax — — — — — — 6,912 — 6,912

Retirement Savings Plan stock contributions — — 1,206 — 22 793 — — 1,999

Exercise of stock options, net of tax withholding forfeitures — — ( 194 ) — 4 97 — — ( 97 )

Conversion of restricted stock units into common stock, net of tax withholding forfeitures — — ( 757 ) — 20 665 — — ( 92 )

Adjustment to share repurchase excise tax — — — — — 42 — — 42

Share-based compensation — — 8,246 — — — — — 8,246

Common stock dividends ($ 0.05 per share)

— — — ( 2,053 ) — — — — ( 2,053 )

Balance at June 30, 2024 50,335 $ 503 $ 823,205 $ 1,068,052 ( 9,621 ) $ ( 646,695 ) $ ( 25,219 ) $ 31 $ 1,219,877

Net income (loss) — — — 53,692 — — — ( 3 ) 53,689

Net income — — — 51,937 — — — 51,937

Other comprehensive loss, net of tax — — — — — — ( 37,150 ) ( 37,150 )

7 unchanged sentences

— — — ( 2,024 ) — — — ( 2,024 )

Balance at September 29, 2024 50,335 $ 503 $ 833,449 $ 1,119,684 ( 9,686 ) $ ( 663,272 ) $ ( 55,153 ) $ 28 $ 1,235,239

Balance at March 30, 2025 50,335 $ 503 $ 840,565 $ 1,225,949 ( 10,698 ) $ ( 803,828 ) $ ( 40,682 ) $ 1,222,507

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

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.

We sell our products to distributors, end-users, installers,

and directly to original equipment manufacturers (OEMs).

Belden is a leading global supplier of complete connection solutions that unlock untold possibilities for our customers, their customers and the world.

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

Throughout our 120-plus year history we have evolved as a company, but making connections remains our purpose.

We sell our products to distributors, end-users, installers, and directly to original equipment manufacturers (OEMs).

We have manufacturing and other operating facilities in the U.S., Canada, China, India, Mexico, Tunisia, and various countries in Europe.

Effective January 1, 2026, we realigned 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.

Our chief operating decision maker is our President and Chief Executive Officer.

He regularly reviews operating results and allocates resources 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.

Reporting Periods

2 unchanged sentences

Our fiscal second and third quarters each have 91 days.

The nine months ended September 28, 2025 and September 29, 2024 included 271 and 273 days, respectively.

The three months ended March 29, 2026 and March 30, 2025 included 88 and 89 days, respectively.

Fair Value Measurement

4 unchanged sentences

• Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

As of and during the three and nine months ended September 28, 2025 and September 29, 2024, we utilized Level 1 inputs to determine the fair value of cash equivalents.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the three or nine months ended September 28, 2025 and September 29, 2024.

As of and during the three months ended March 29, 2026 and March 30, 2025, we utilized Level 1 inputs to determine the fair value of cash equivalents.

We did not have any transfers between Level 1 and Level 2 fair value measurements during the three months ended March 29, 2026 and March 30, 2025.

Cash and Cash Equivalents

1 unchanged sentence

We periodically have cash equivalents consisting of short-term money market funds and other investments.

As of September 28, 2025, we did not have any such cash equivalents on hand.

As of March 29, 2026, we did not have any such cash equivalents on hand.

The primary objective of our investment activities is to preserve our capital for the purpose of funding operations.

6 unchanged sentences

Based on facts currently available, we believe the disposition of the claims that are pending or asserted will not have a material adverse effect on our financial position, results of operations, or cash flow.

As of September 28, 2025, we were party to surety bonds, standby letters of credit, and bank guaranties totaling $ 13.0 million, $ 9.8 million, and $ 6.0 million, respectively.

As of March 29, 2026, we were party to surety bonds, standby letters of credit, and bank guaranties totaling $ 15.5 million, $ 9.9 million, and $ 4.5 million, respectively.

Revenue Recognition

6 unchanged sentences

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.

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

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

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

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

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.

Taxes collected from customers and remitted to governmental authorities are not included in our revenues.

The following tables present our revenues disaggregated by major product category.

Solutions Automation Solutions Smart Buildings Solutions Total

Three Months Ended September 28, 2025 (In thousands)

Smart Infrastructure Solutions $ 166,695 $ — $ 150,218 $ 316,913

Automation Solutions — 381,308 — 381,308

Total $ 166,695 $ 381,308 $ 150,218 $ 698,221

Three Months Ended September 29, 2024

Smart Infrastructure Solutions $ 174,467 $ — $ 145,180 $ 319,647

Automation Solutions — 335,279 — 335,279

Total $ 174,467 $ 335,279 $ 145,180 $ 654,926

Nine Months Ended September 28, 2025

Smart Infrastructure Solutions $ 468,727 $ — $ 428,255 $ 896,982

Automation Solutions — 1,098,092 — 1,098,092

Total $ 468,727 $ 1,098,092 $ 428,255 $ 1,995,074

Nine Months Ended September 29, 2024

Smart Infrastructure Solutions $ 422,588 $ — $ 401,621 $ 824,209

Automation Solutions — 970,728 — 970,728

Total $ 422,588 $ 970,728 $ 401,621 $ 1,794,937

The following tables present our revenues disaggregated by market.

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

Broadband $ 155,282 $ 146,647

Automation 387,009 350,811

Smart Buildings 154,084 127,403

Total Revenues $ 696,375 $ 624,861

The following tables present our revenues disaggregated by geography, based on the location of the customer purchasing the product.

Americas EMEA APAC Total Revenues

Three Months Ended September 28, 2025 (In thousands)

Smart Infrastructure Solutions $ 251,324 $ 46,045 $ 19,544 $ 316,913

Automation Solutions 217,064 96,662 67,582 381,308

Total $ 468,388 $ 142,707 $ 87,126 $ 698,221

Three Months Ended September 29, 2024

Smart Infrastructure Solutions $ 243,759 $ 45,480 $ 30,408 $ 319,647

Automation Solutions 196,326 87,733 51,220 335,279

Total $ 440,085 $ 133,213 $ 81,628 $ 654,926

Nine Months Ended September 28, 2025

Smart Infrastructure Solutions $ 709,552 $ 128,348 $ 59,082 $ 896,982

Automation Solutions 635,678 275,368 187,046 1,098,092

Total $ 1,345,230 $ 403,716 $ 246,128 $ 1,995,074

Nine Months Ended September 29, 2024

Smart Infrastructure Solutions $ 610,992 $ 133,547 $ 79,670 $ 824,209

Automation Solutions 578,101 248,606 144,021 970,728

Total $ 1,189,093 $ 382,153 $ 223,691 $ 1,794,937

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

Americas $ 472,733 $ 428,231

EMEA 142,952 125,102

APAC 80,690 71,528

Total Revenues $ 696,375 $ 624,861

We generate revenues primarily by selling products and delivering solutions that make the digital journey simpler, smarter, and secure.

Most of our performance obligations related to the sale of products are satisfied at a point in time when control of the product is transferred to the customer, which generally occurs when the product has been shipped or delivered from our facility to our customers, the customer has legal title to the product, and we have a present right to payment for the product.

We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive.

We also generate revenues from providing support and professional services.

4 unchanged sentences

Typically, payments are due after control transfers.

We also consider any customer acceptance clauses in determining when control has transferred to the customer and typically, these clauses are not substantive.

The amount of consideration we receive and revenue we recognize varies due to rebates, returns, and price adjustments.

3 unchanged sentences

We adjust other current assets and cost of sales for the estimated level of returns.

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three and nine months ended September 28, 2025 and September 29, 2024 .

Adjustments to revenue for performance obligations satisfied in prior periods were not significant during the three months ended March 29, 2026 and March 30, 2025 .

The following table presents estimated and accrued variable consideration:

September 28, 2025 December 31, 2024

March 29, 2026 December 31, 2025

(in thousands)

6 unchanged sentences

Our contract terms for support, maintenance, and professional services typically require payment within one year or less of when the services will be provided.

As of September 28, 2025, total deferred revenue was $ 46.0 million, and of this amount, $ 35.4 million is expected to be recognized within the next twelve months, and the remaining $ 10.6 million is long- term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity during the three and nine months ended September 28, 2025 and September 29, 2024, respectively:

As of March 29, 2026, total deferred revenue was $ 41.5 million, and of this amount, $ 32.9 million is expected to be recognized within the next twelve months, and the remaining $ 8.6 million is long- term and is expected to be recognized over a period greater than twelve months.

The following table presents deferred revenue activity during the three months ended March 29, 2026 and March 30, 2025, respectively:

(In thousands)

3 unchanged sentences

Balance at the end of Q1 $ 41,491 $ 43,443

New deferrals 16,225 11,058

Revenue recognized ( 14,062 ) ( 11,395 )

Balance at the end of Q2 $ 45,606 $ 29,613

New deferrals 17,812 14,714

Acquisitions — 46

Revenue recognized ( 17,388 ) ( 15,240 )

Balance at the end of Q3 $ 46,030 $ 29,133

Service-type warra nties represent $ 15.7 million of the deferred revenue balance at September 28, 2025, and of this amount $ 7.7 million is expected to be recognized in the next twelve months, and the remaining $ 8.0 million is long-term and will be recognized over a period greater than twelve months.

As of September 28, 2025 and December 31, 2024, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

Service-type warra nties represent $ 16.9 million of the deferred revenue balance at March 29, 2026, and of this amount $ 10.9 million is expected to be recognized in the next twelve months, and the remaining $ 6.0 million is long-term and will be recognized over a period greater than twelve months.

As of March 29, 2026 and December 31, 2025, we did not have any material contract assets recorded in the Condensed Consolidated Balance Sheets.

We expense sales commissions as incurred when the duration of the related revenue arrangement is one year or less.

We capitalize sales commissions when the original duration of the related revenue arrangement is longer than one year, and we amortize it over the related revenue arrangement period.

Capitalized sales commissions as of September 28, 2025 and December 31, 2024 were not material.

Capitalized sales commissions as of March 29, 2026 and December 31, 2025 were not material.

The following table presents sales commissions that are recorded within selling, general and administrative expenses:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

Sales commissions $ 5,750 $ 5,986

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

During the nine months ended September 28, 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.

Precision is reported within the Smart Infrastructure Solutions segment.

The following table summarizes the fair values of the assets acquired and liabilities assumed for Precision as of the acquisition date (in thousands):

Receivables $ 23,928

Inventory 7,098

Other current assets 1,486

Property, plant and equipment 4,737

Intangible assets 194,100

Goodwill 114,629

Operating lease right-of-use assets 2,731

Total assets acquired $ 348,709

Accounts payable $ 11,662

Accrued liabilities 10,093

Deferred income taxes 42,551

Long-term operating lease liabilities 2,468

Other long-term liabilities 222

Total liabilities assumed $ 66,996

Net assets $ 281,713

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.

If actual results are materially different than the assumptions we used to determine fair value of the assets and liabilities acquired, it is possible that adjustments to the carrying values of such assets and liabilities will have an impact on our net earnings.

In particular, the valuation of the customer relationships intangible asset was complex and required significant judgment.

We used the multi-period excess earnings method under the income approach to measure the customer relationships intangible asset.

The key assumptions utilized in the valuation include discount rates, revenue growth rates, and profitability levels of forecasted results.

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

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 fair value of the identifiable intangible assets (Level 3 valuation).

Goodwill and other intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed.

The goodwill is primarily attributable to the expansion of Belden’s solution selling capabilities, particularly the ability to offer more complete fiber infrastructure solutions.

Our tax basis in the acquired goodwill is zero .

The intangible assets related to the acquisition consisted of the following:

Fair Value Amortization Period

(In thousands) (In years)

Intangible assets subject to amortization:

Developed technologies $ 24,700 5.0

Customer relationships 161,900 20.0

Trademarks 3,000 2.5

Non-compete agreements 4,500 5.0

Total intangible assets subject to amortization $ 194,100

Intangible assets not subject to amortization:

Goodwill $ 114,629 n/a

Total intangible assets not subject to amortization $ 114,629

Total intangible assets $ 308,729

Weighted average amortization period 17.5

The amortizable intangible assets reflected in the table above were determined by us to have finite lives.

The useful life for the developed technology intangible asset was based on the estimated time that the technology provides us with a competitive advantage and thus approximates the period and pattern of consumption of the intangible asset.

The useful life for the customer relationship intangible asset was based on our forecasts of estimated sales from recurring customers.

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.

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.

Three Months Ended Nine Months Ended

September 29, 2024 September 29, 2024

(In thousands, except per share data)

Revenues $ 654,926 $ 1,865,778

Net income attributable to Belden stockholders 57,021 140,744

Diluted income per share attributable to Belden stockholders $ 1.38 $ 3.40

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.

Reportable Segments

We are organized around two global businesses:

Smart Infrastructure Solutions and Automation Solutions.

Each of the global businesses represents a reportable segment.

Our chief operating decision maker is our President and Chief Executive Officer.

The key measure of segment profit or loss used by him to review segment operating results is Segment EBITDA.

Segment EBITDA excludes certain items, including depreciation expense;

amortization of intangibles;

asset impairment;

severance, restructuring, and acquisition integration costs;

adjustments related to acquisitions and divestitures;

and other costs.

We allocate corporate expenses to the segments for purposes of measuring Segment EBITDA.

Corporate expenses are allocated on the basis of each segment’s relative EBITDA prior to the allocation.

Segment revenues represent non-affiliate revenues.

Our measure of segment assets does not include cash, goodwill, intangible assets, deferred tax assets, or corporate assets.

All goodwill is allocated to reporting units of our segments for purposes of impairment testing.

Operating Segment Information

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands)

Smart Infrastructure Solutions

Segment Revenues $ 316,913 $ 319,647 $ 896,982 $ 824,209

Affiliate Revenues 65 37 158 130

Segment Cost of Sales ( 217,389 ) ( 219,225 ) ( 608,224 ) ( 570,785 )

Segment Selling, General and Administrative Expenses ( 49,115 ) ( 50,792 ) ( 149,621 ) ( 129,204 )

Segment Research and Development Expenses ( 10,664 ) ( 9,220 ) ( 32,126 ) ( 26,659 )

Segment EBITDA $ 39,810 $ 40,447 $ 107,169 $ 97,691

Segment assets $ 713,472 $ 686,960 $ 713,472 $ 686,960

Items excluded from segment measures:

Depreciation expense $ 8,134 $ 6,758 $ 21,634 $ 19,277

Amortization of intangibles 8,574 8,738 25,786 19,479

Amortization of software development intangible assets 82 — 100 —

Severance, restructuring, and acquisition integration costs 4,190 4,619 6,894 8,518

Adjustments related to acquisitions and divestitures — 263 — 263

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands)

Automation Solutions

Segment Revenues $ 381,308 $ 335,279 $ 1,098,092 $ 970,728

Affiliate Revenues 230 155 863 656

Segment Cost of Sales ( 204,956 ) ( 179,661 ) ( 583,721 ) ( 516,159 )

Segment Selling, General and Administrative Expenses ( 74,852 ) ( 65,989 ) ( 221,819 ) ( 202,806 )

Segment Research and Development Expenses ( 22,444 ) ( 17,965 ) ( 62,558 ) ( 54,118 )

Segment EBITDA $ 79,286 $ 71,819 $ 230,857 $ 198,301

Segment assets $ 881,670 $ 772,740 $ 881,670 $ 772,740

Items excluded from segment measures:

Depreciation expense $ 8,722 $ 7,897 $ 24,772 $ 22,420

Amortization of intangibles 5,062 5,000 14,595 15,008

Amortization of software development intangible assets 2,990 2,678 8,528 7,855

Severance, restructuring, and acquisition integration costs 4,988 644 6,821 4,950

Adjustments related to acquisitions and divestitures 11 298 595 894

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands)

Total Segments

Segment Revenues $ 698,221 $ 654,926 $ 1,995,074 $ 1,794,937

Affiliate Revenues 295 192 1,021 786

Segment Cost of Sales ( 422,345 ) ( 398,886 ) ( 1,191,945 ) ( 1,086,944 )

Segment Selling, General and Administrative Expenses ( 123,967 ) ( 116,781 ) ( 371,440 ) ( 332,010 )

Segment Research and Development Expenses ( 33,108 ) ( 27,185 ) ( 94,684 ) ( 80,777 )

Segment EBITDA $ 119,096 $ 112,266 $ 338,026 $ 295,992

Segment assets $ 1,595,142 $ 1,459,700 $ 1,595,142 $ 1,459,700

Items excluded from segment measures:

Depreciation expense $ 16,856 $ 14,655 $ 46,406 $ 41,697

Amortization of intangibles 13,636 13,738 40,381 34,487

Amortization of software development intangible assets 3,072 2,678 8,628 7,855

Severance, restructuring, and acquisition integration costs 9,178 5,263 13,715 13,468

Adjustments related to acquisitions and divestitures 11 561 595 1,157

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.

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

(In thousands)

Total Segment and Consolidated Revenues $ 698,221 $ 654,926 $ 1,995,074 $ 1,794,937

Total Segment EBITDA $ 119,096 $ 112,266 $ 338,026 $ 295,992

Depreciation expense ( 16,856 ) ( 14,655 ) ( 46,406 ) ( 41,697 )

Amortization of intangibles ( 13,636 ) ( 13,738 ) ( 40,381 ) ( 34,487 )

Severance, restructuring, and acquisition integration costs (1) ( 9,178 ) ( 5,263 ) ( 13,715 ) ( 13,468 )

Amortization of software development intangible assets ( 3,072 ) ( 2,678 ) ( 8,628 ) ( 7,855 )

Adjustments related to acquisitions and divestitures (2) ( 11 ) ( 561 ) ( 595 ) ( 1,157 )

Eliminations ( 55 ) ( 22 ) ( 151 ) ( 47 )

Consolidated operating income 76,288 75,349 228,150 197,281

Interest expense, net ( 11,562 ) ( 10,855 ) ( 33,866 ) ( 27,454 )

Loss related to revolver refinancing ( 76 ) — ( 76 ) —

Total non-operating pension benefit (cost) ( 398 ) 286 ( 1,203 ) 747

Consolidated income before taxes $ 64,252 $ 64,780 $ 193,005 $ 170,574

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

(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets.

Income per Share

The following table presents the basis for the income per share computations:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

Net income $ 51,027 $ 51,937

Net loss attributable to noncontrolling interest — ( 3 ) — ( 17 )

Net income attributable to Belden stockholders $ 56,690 $ 53,692 $ 169,633 $ 140,049

Weighted average shares outstanding, basic 38,814 40,166

1 unchanged sentence

Weighted average shares outstanding, diluted 39,395 40,844

For each of the three and nine months ended September 28, 2025 and September 29, 2024, diluted weighted average shares outstanding did not include outstanding equity awards of 0.1 million because they were anti-dilutive.

In addition, for the three months ended September 28, 2025 and September 29, 2024 , diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million because the related performance conditions have not been satisfied.

For the nine months ended September 28, 2025 and September 29, 2024 , diluted weighted average shares outstanding do not include outstanding equity awards of 0.3 million because the related performance conditions have not been satisfied.

For each of the three months ended March 29, 2026 and March 30, 2025, diluted weighted average shares outstanding did not include outstanding equity awards of 0.1 million because they were anti-dilutive.

In addition, for the three months ended March 29, 2026 and March 30, 2025 , diluted weighted average shares outstanding do not include outstanding equity awards of 0.2 million and 0.3 million, respectively, because the related performance conditions have not been satisfied.

For purposes of calculating basic earnings per share, unvested restricted stock units are not included in the calculation of basic weighted average shares outstanding until all necessary conditions have been satisfied and issuance of the shares underlying the restricted stock units is no longer contingent.

11 unchanged sentences

Provisions and recoveries are included in selling, general and administrative expenses.

The following table presents the activity in the trade receivables allowance for doubtful accounts for the three and nine months ended September 28, 2025 and September 29, 2024, respectively:

The following table presents the activity in the trade receivables allowance for doubtful accounts for the three months ended March 29, 2026 and March 30, 2025, respectively:

(In thousands)

5 unchanged sentences

Q1 ending balance $ 16,973 $ 24,652

Current period provision 373 688

Fx impact 219 ( 44 )

Recoveries collected ( 19 ) —

Write-offs ( 106 ) ( 5 )

Q2 ending balance $ 25,119 $ 24,059

Current period provision 283 79

Fx impact 12 140

Recoveries collected ( 32 ) ( 1 )

Write-offs ( 708 ) ( 48 )

Q3 ending balance $ 24,674 $ 24,229

The following table presents the major classes of inventories as of September 28, 2025 and December 31, 2024 , respectively:

September 28, 2025 December 31, 2024

Write-offs were primarily due to deterioration of certain customers' financial condition such that we determined the previously reserved balances to be uncollectible.

The following table presents the major classes of inventories as of March 29, 2026 and December 31, 2025 , respectively:

March 29, 2026 December 31, 2025

(In thousands)

17 unchanged sentences

Our lease agreements do not contain material residual value guarantees.

Our variable lease expense was approximately $ 0.8 million and $ 2.4 million for the three and nine months ended September 28, 2025, respectively, and $ 0.9 million and $ 2.7 million for the three and nine months ended September 29, 2024, respectively.

Our variable lease expense was approximately $ 0.8 million for both the three months ended March 29, 2026 and March 30, 2025, respectively.

The components of lease expense were as follows:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

5 unchanged sentences

Supplemental cash flow information related to leases was as follows:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

1 unchanged sentence

Operating cash flows from operating leases $ 5,443 $ 5,030

Operating cash flows from finance leases were not material during the three and nine months ended September 28, 2025 and September 29, 2024 .

Operating cash flows from finance leases were not material during the three months ended March 29, 2026 and March 30, 2025 .

Supplemental balance sheet information related to leases was as follows:

September 28, 2025 December 31, 2024

March 29, 2026 December 31, 2025

(In thousands)

12 unchanged sentences

Total finance lease liabilities $ 9,409 $ 9,901

September 28, 2025 December 31, 2024

March 29, 2026 December 31, 2025

Weighted Average Remaining Lease Term

6 unchanged sentences

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

As of September 28, 2025 and December 31, 2024, the fixed, remaining base rent payments were approximately $ 19 million and $ 20 million, respectively.

As of September 28, 2025 and December 31, 2024, we had a liability for expected, future payments of $ 11.1 million and $ 12.3 million, respectively.

The liability is based on certain assumptions that we continually reassess on an ongoing basis.

As of both March 29, 2026 and December 31, 2025, the fixed, remaining base rent payments were approximately $ 17 million.

As of March 29, 2026 and December 31, 2025, we had a liability for expected, future payments of $ 9.6 million and $ 10.7 million, respectively.

The liability is based on certain assumptions, including potential settlements with landlords that we continually reassess on an ongoing basis.

We will update the estimated liability balance for changes in assumptions as needed.

1 unchanged sentence

Depreciation and Amortization Expense

We recognized depreciation expense of $ 16.9 million and $ 14.7 million in the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 46.4 million and $ 41.7 million in the nine months ended September 28, 2025 and September 29, 2024, respectively.

We recognized amortization expense of $ 16.7 million and $ 16.4 million in the three months ended September 28, 2025 and September 29, 2024, respectively, and $ 49.0 million and $ 42.3 million in the nine months ended September 28, 2025 and September 29, 2024, respectively.

We recognized depreciation expense of $ 17.7 million and $ 13.9 million in the three months ended March 29, 2026 and March 30, 2025, respectively.

We recognized amortization expense of $ 14.8 million and $ 15.9 million in the three months ended March 29, 2026 and March 30, 2025, respectively .

Long-Term Debt and Other Borrowing Arrangements

The carrying values of our long-term debt were as follows:

September 28, 2025 December 31, 2024

March 29, 2026 December 31, 2025

(In thousands)

2 unchanged sentences

3.375 % Senior subordinated notes due 2027

528,255 465,795

3.875 % Senior subordinated notes due 2028

2 unchanged sentences

347,250 352,350

4.250 % Senior subordinated notes due 2033

Total senior subordinated notes 1,273,250 1,291,950

10 unchanged sentences

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.

As of September 28, 2025, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 386.1 million.

As of March 29, 2026, we had no borrowings outstanding on the Revolver, and our available borrowing capacity was $ 374.9 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 September 28, 2025 is $ 528.3 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).

In February 2026, we repurchased the 2027 Notes for cash consideration of € 450.0 million ($ 535.9 million), and recognized a $ 1.3 million loss on debt extinguishment for 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).

The carrying value of the 2028 Notes as of September 28, 2025 is $ 410.9 million.

The carrying value of the 2028 Notes as of March 29, 2026 is $ 405.1 million.

The 2028 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

2 unchanged sentences

We have outstanding € 300.0 million aggregate principal amount of 3.375 % senior subordinated notes due 2031 (the 2031 Notes).

The carrying value of the 2031 Notes as of September 28, 2025 is $ 352.2 million.

The carrying value of the 2031 Notes as of March 29, 2026 is $ 347.3 million.

The 2031 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

1 unchanged sentence

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

In January 2026, we completed an offering for € 450.0 million ($ 537.3 million at issuance) aggregate principal amount of 4.250 % senior subordinated notes due 2033 (the 2033 Notes).

The carrying value of the 2033 Notes as of March 29, 2026 is $ 520.9 million.

The 2033 Notes are guaranteed on a senior subordinated basis by our current and future domestic subsidiaries.

The 2033 Notes rank equal in right of payment with our senior subordinated notes due 2028 and 2031 and with any future subordinated debt, and they are subordinated to all of our senior debt and the senior debt of our subsidiary guarantor s, including our Revolver.

Interest is payable semiannually on February 1 and August 1 of each year, commencing August 1, 2026.

We paid approximately $ 8.6 million of fees associated with the issuance of the 2033 Notes, which will be amortized over the life of the 2033 Notes using the effective interest method.

We used the net proceeds from this offering, along with cash on hand, to fund the full redemption of the 2027 Notes - see further discussion above.

Fair Value of Long-Term Debt

The fair value of our senior subordinated notes as of September 28, 2025 was approximately $ 1,280.6 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,291.3 million as of September 28, 2025.

The fair value of our senior subordinated notes as of March 29, 2026 was approximately $ 1,233.5 million based on quoted prices of the debt instruments in inactive markets (Level 2 valuation).

This amount represents the fair value of our senior subordinated notes with a carrying value of $ 1,273.3 million as of March 29, 2026.

Net Investment Hedge

All of our euro denominated notes were issued by Belden Inc., a USD functional currency entity.

As of September 28, 2025, € 567.8 million o f our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

As of March 29, 2026, € 567.8 million o f our outstanding foreign denominated debt is designated as a net investment hedge on the foreign currency risk of our net investment in our euro foreign operations.

The objective of the hedge is to protect the net investment in the foreign operation against adverse changes in the euro exchange rate.

The transaction gain or loss is reported in the translation adjustment section of other comprehensive income.

For the three and nine months ended September 28, 2025, the transaction loss associated with the net investment hedge reported in other comprehensive income was $ 6.5 million and $ 79.5 million, respectively.

For the three and nine months ended September 29, 2024, the transaction loss associated with the net investment hedge reported in other comprehensive income was $ 27.7 million and $ 6.7 million, respectively.

For the three and nine months ended September 28, 2025, we recognized income tax expense of $ 7.6 million and $ 23.4 million , respectively, representing effective tax rates of 11.8 % and 12.1 %, respectively .

For the three and nine months ended September 29, 2024 , we recognized income tax expense of $ 11.1 million and $ 30.5 million, respectively, representing effective tax rates of 17.1 % and 17.9 %, respectively.

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

The Organization for Economic Cooperation and Development is actively implementing changes to existing tax laws, including a global minimum tax of 15% which went into effect in 2024.

This legislation has not materially impacted our provision for income taxes, but we will continually monitor and evaluate the potential impact on the countries in which we do business in future periods.

For the three months ended March 29, 2026 and March 30, 2025, the transaction gain (loss) associated with the net investment hedge reported in other comprehensive income was $ 9.7 million and $( 24.9 ) million , respectively.

For the three months ended March 29, 2026 and March 30, 2025, we recognized income tax expense of $ 11.7 million and $ 10.1 million representing effective tax rates of 18.7 % and 16.3 %, respectively .

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

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, which includes international tax changes, permanent extensions of most expiring Tax Cuts and Jobs Act provisions, and changes in the treatment of research and development and amortization expense deductions.

As a result, during the three and nine months ended September 28, 2025, we recorded a corresponding adjustment to deferred taxes and taxes payable.

We are still evaluating the impacts of the act on our consolidated financial statements and disclosures.

We have included the impact of international tax changes effective from January 1, 2026 and continue to evaluate the impact of the act on our consolidated financial statements and disclosures.

Pension and Other Postretirement Obligations

1 unchanged sentence

Pension Obligations Other Postretirement Obligations

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

March 29, 2026 March 30, 2025 March 29, 2026 March 30, 2025

(In thousands)

6 unchanged sentences

Net periodic benefit cost $ 1,120 $ 1,062 $ 152 $ 148

Nine Months Ended

Service cost $ 2,514 $ 2,284 $ 23 $ 30

Interest cost 11,501 11,059 684 708

Expected return on plan assets ( 11,810 ) ( 12,221 ) — —

Amortization of prior service cost 116 135 — —

Actuarial losses (gains) 962 ( 79 ) ( 250 ) ( 349 )

Net periodic benefit cost $ 3,283 $ 1,178 $ 457 $ 389

Comprehensive Income and Accumulated Other Comprehensive Income (Loss)

The following table summarizes total comprehensive income:

Three Months Ended Nine Months Ended

September 28, 2025 September 29, 2024 September 28, 2025 September 29, 2024

Three Months Ended

March 29, 2026 March 30, 2025

(In thousands)

3 unchanged sentences

Total comprehensive income $ 52,516 $ 14,787

Comprehensive loss attributable to noncontrolling interests — ( 3 ) — ( 17 )

Comprehensive income attributable to Belden $ 48,064 $ 23,760 $ 83,961 $ 126,175

The tax impacts of the foreign currency translation adjustments and pension liability adjustments in the table above are not material.

The accumulated balances related to each component of other comprehensive loss, net of tax, are as follows:

5 unchanged sentences

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

Other comprehensive loss attributable to Belden before reclassifications ( 86,305 ) — ( 86,305 )

Other comprehensive income 1,219 — 1,219

Amounts reclassified from accumulated other comprehensive loss — 270 270

Net current period other comprehensive loss attributable to Belden ( 86,305 ) 633 ( 85,672 )

Balance at September 28, 2025 $ ( 83,176 ) $ ( 6,028 ) $ ( 89,204 )

The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the nine months ended September 28, 2025:

Net current period other comprehensive income 1,219 270 1,489

Balance at March 29, 2026 $ ( 90,589 ) $ ( 5,126 ) $ ( 95,715 )

As of March 29, 2026 and December 31, 2025, there was tax of $ 16.4 million and $ 14.1 million, respectively, included in accumulated other comprehensive loss in the table above.

The following table summarizes the effects of reclassifications from accumulated other comprehensive loss for the three months ended March 29, 2026:

Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statements of Operations and Comprehensive Income

10 unchanged sentences

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

As of September 28, 2025, we had $ 190.0 million of authorizations remaining under the program.

During the three months ended March 29, 2026, we repurchased 0.3 million shares of our common stock for an aggregate cost of $ 30.4 million at an average price per share of $ 117.05 .

During the three months ended March 30, 2025, we repurchased 0.8 million shares of our common stock for an aggregate cost of $ 84.5 million at an average price per share of $ 104.28 .

As of March 29, 2026, we had $ 115.0 million of authorizations remaining under the program.

This share repurchase authorization does not have an expiration date.

During the three months ended September 28, 2025, we repurchased 0.4 million shares of our common stock for an aggregate cost of $ 50.0 million at an average price per share of $ 129.24 .

During the nine months ended September 28, 2025, we repurchased 1.4 million shares of our common stock for an aggregate cost of $ 150.0 million at an average price per share of $ 111.06 .

During the three months ended September 29, 2024, we repurchased 0.2 million shares of our common stock for an aggregate cost of $ 20.1 million at an average price per share of $ 110.84 .

During the nine months ended September 29, 2024, we repurchased 0.9 million shares of our common stock for an aggregate cost of $ 78.0 million at an average price per share of $ 90.98 .

Subsequent Events

On April 29, 2026, we entered into a definitive agreement to acquire certain entities that comprise Ruckus Networks (“Ruckus”) for approximately $ 1.846 billion, which we expect to fund through additional debt.

Ruckus, based in California, provides wireless networks for enterprises and service providers.

Product offerings include indoor cellular solutions such as indoor and outdoor Wi-Fi and long-term evolution access points, access and aggregation switches;

an Internet of Things suite, on-premises and cloud-based control and management systems;

and software and software-as-a-service applications addressing security, location, reporting and analytics.

The acquisition of Ruckus is expected to close in the second half of 2026.

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-Q

Item 1. Financial Statements