What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-30 · 68 added, 83 removed, 143 unchanged (51% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(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.

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

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dollar weakens against foreign currencies, our revenues and earnings are positively impacted.

Approximately 43% of our consolidated revenues during the quarter ended September 28, 2025 were to customers outside of the U.S.

Approximately 41% of our consolidated revenues during the quarter ended March 29, 2026 were to customers outside of the U.S.

In addition to the translation impact described above, currency rate fluctuations have an economic impact on our financial results.

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Global Trade Volatility

During 2025, there has been significant volatility in previously stable global trade agreements.

Sharp and sudden increases in tariff rates have the potential to increase the input costs for our products and impact our ability to compete in certain jurisdictions.

During periods of significant volatility in global trade agreements, sharp and sudden increases in tariff rates have the potential to increase the input costs for our products and impact our ability to compete in certain jurisdictions.

We closely monitor the global trade landscape and take appropriate measures in our supply chain and pricing strategies to mitigate the impact of increased tariffs.

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To the extent that we exceed the market growth rates, we consider it to be the result of capturing market share.

Revolver Refinancing

During the three months ended September 28, 2025 , we refinanced the Revolver extending the maturity date to July 18, 2030 and increasing the borrowing capacity from $300.0 million to $400.0 million.

We recognized a loss of $0.1 million when we refinanced the Revolver and paid approximately $3.2 million of fees, which are being amortized over the remaining term of the Revolver.

In February 2026, the U.S.

Supreme Court issued a ruling addressing the validity of certain tariffs implemented under the International Emergency Economic Powers Act (“IEEPA”).

In March 2026, the U.S.

Court of International Trade Court issued an additional ruling stating importers that paid tariffs under IEEPA are due refunds.

While we have paid tariffs on certain imported products and materials that were subject to these IEEPA‑based duties, the nature, timing, and extent of any refunds are uncertain as of the date of this filing.

Realignment of Organization Structure

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.

Senior Subordinated Notes Issuance and Redemption

During the three months ended March 29, 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 rank equal in right of payment with our senior subordinated notes due 2031 and 2028, and interest is payable semiannually on February 1 and August 1 of each year, beginning August 1, 2026.

With the proceeds from this offering, 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.

Share Repurchase Program

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 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.

On April 29, 2026, in our fiscal second quarter, we entered into a definitive agreement to acquire 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.

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

Off-Balance Sheet Arrangements

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Critical Accounting Policies

During the nine months ended September 28, 2025:

During the three months ended March 29, 2026:

• We did not change any of our existing critical accounting policies from those listed in our 2025 Annual Report on Form 10-K;

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Consolidated Income before Taxes

Three Months Ended % Change Nine Months Ended % Change

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

Three Months Ended % Change

March 29, 2026 March 30, 2025

(In thousands, except percentages)

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Interest expense, net (13,459) (10,104) 33.2 %

Non-operating pension benefit (cost) (398) 286 (239.2) % (1,203) 747 (261.0) %

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

Non-operating pension cost (456) (441) 3.4 %

Loss on debt extinguishment (1,273) — n/a

Income before taxes 62,771 62,081 1.1 %

Revenues increased $43.3 million and $200.1 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 due to the following factors:

• Higher sales volume contributed $28.4 million and $119.9 million in revenues, respectively.

• Copper pass-through pricing had a $9.7 million and $23.1 million favorable impact on revenues, respectively.

• Currency translation had a $6.8 million and $4.5 million favorable impact on revenues, respectively.

• Acquisitions had a $0.4 million and $54.6 million favorable impact on revenues, respectively.

• Divestitures had a $2.0 million and $2.0 million unfavorable impact on revenues, respectively.

Gross profit increased $19.2 million and $95.2 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above.

Gross profit margins were robust, expanding 40 basis points and 100 basis points from 37.3% to 37.7% and 37.5% to 38.5%, respectively.

Selling, general and administrative expenses increased $12.4 million and $45.6 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to expenses from the operations of companies acquired in 2024 and strategic investments.

Research and development expenses increased $5.9 million and $12.8 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to strategic investments.

Amortization of intangibles decreased $0.1 million and increased $5.9 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to certain intangible assets becoming fully amortized and acquisitions, respectively.

Operating income increased $0.9 million and $30.9 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increase in revenues, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.

Net interest expense increased $0.7 million and $6.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 due to fluctuations in interest income and foreign currency translation.

Income before taxes decreased $0.5 million and increased $22.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in operating income and interest expense discussed above.

Three Months Ended % Change Nine Months Ended % Change

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

Revenues increased $71.5 million in the three months ended March 29, 2026 from the comparable period of 2025 due to the following factors:

• Higher sales volume contributed $42.4 million in revenues.

• Copper pass-through pricing had a $15.4 million favorable impact on revenues.

• Currency translation had a $13.7 million favorable impact on revenues.

Gross profit increased $12.2 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increases in revenues discussed above.

Selling, general and administrative expenses increased $7.1 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to higher selling expenses consistent with the increase in revenues, currency translation, and strategic investments.

Research and development expenses increased $1.7 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to strategic investments.

Amortization of intangibles decreased $1.9 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to certain intangible assets becoming fully amortized.

Operating income increased $5.3 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increase in revenues, partially offset by the increase in selling, general and administrative expenses and research and development expenses discussed above.

Net interest expense increased $3.4 million in the three months ended March 29, 2026 due to the debt refinancing in 2026 and currency translation.

During the three months ended March 29, 2026, we issued €450 million aggregate principal amount of 4.250% Senior Subordinated Notes (the 2033 Notes) and repurchased the 3.375% Senior Subordinated Notes (the 2027 Notes) for cash consideration of €450.0 million.

We incurred a loss on debt extinguishment of $1.3 million in the three months ended March 29, 2026 due to the write-off of unamortized debt issuance costs associated with the 2027 Notes repurchased for cash consideration of €450.0 million ($535.9 million) during the quarter.

Income before taxes increased $0.7 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the changes in operating income and interest expense discussed above.

Three Months Ended % Change

March 29, 2026 March 30, 2025

(In thousands, except percentages)

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Effective tax rate 18.7 % 16.3 %

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.

The effective tax rates for both periods 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.

On July 4, 2025, the 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 potential impacts of the act on our consolidated financial statements and disclosures.

For the three months ended March 29, 2026, we recognized income tax expense of $11.7 million representing an effective tax rate of 18.7%.

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.

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.

The increase in effective tax rate for the three months ended March 29, 2026 compared with the effective tax rate for the three months ended March 30, 2025 is mainly due to the tax benefit related to the impact of audit settlements for the three months ended March 31, 2025.

Consolidated Adjusted EBITDA

Three Months Ended % Change Nine Months Ended % Change

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

Three Months Ended % Change

March 29, 2026 March 30, 2025

(In thousands, except percentages)

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as a percent of revenues 17.0 % 16.6 %

Adjusted EBITDA increased $6.1 million and $40.0 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the increases in revenues discussed above and favorable mix, partially offset by an increase in strategic investments.

Adjusted EBITDA increased $14.1 million in the three months ended March 29, 2026 from the comparable period of 2025 primarily due to the increase in revenues discussed above, partially offset by an increase in operating expenses.

Accordingly, Adjusted EBITDA margins expanded 40 basis points to 17.0%.

Use of Non-GAAP Financial Information

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gains (losses) related to revolver refinancing;

loss on debt extinguishment;

certain gains (losses) from patent settlements;

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The following tables reconcile our GAAP results to our non-GAAP financial measures:

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 percentages)

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Severance, restructuring, and acquisition integration costs (1) 9,052 1,698

Loss related to revolver refinancing 76 — 76 —

Loss on debt extinguishment 1,273 —

Amortization of software development intangible assets 3,372 2,613

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

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

Segment Results of Operations

For additional information regarding our segment measures, see Note 4 to the Condensed Consolidated Financial Statements.

Smart Infrastructure Solutions

Three Months Ended % Change Nine Months Ended % Change

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

(In thousands, except percentages)

Segment Revenues $ 316,913 $ 319,647 (0.9) % $ 896,982 $ 824,209 8.8 %

Segment EBITDA 39,810 40,447 (1.6) % 107,169 97,691 9.7 %

as a percent of segment revenues 12.6 % 12.7 % 11.9 % 11.9 %

Smart Infrastructure Solutions revenues decreased $2.7 million and increased $72.8 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024.

The decrease in revenues in the three months ended September 28, 2025 was primarily due to a decline in volume and a divestiture of $4.1 million and $2.0 million, respectively, partially offset by favorable currency translation and higher copper pass-through pricing of $1.7 million and $1.7 million, respectively.

The increase in revenues in the nine months ended September 28, 2025 was primarily due to acquisitions, increases in volume, higher copper pass-through pricing, and favorable currency translation of $51.4 million, $15.7 million, $5.5 million, and $0.2 million, respectively.

Smart Infrastructure Solutions EBITDA decreased $0.6 million and increased $9.5 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily due to the changes in revenues discussed above.

Automation Solutions

Three Months Ended % Change Nine Months Ended % Change

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

(In thousands, except percentages)

Segment Revenues $ 381,308 $ 335,279 13.7 % $ 1,098,092 $ 970,728 13.1 %

Segment EBITDA 79,286 71,819 10.4 % 230,857 198,301 16.4 %

as a percent of segment revenues 20.8 % 21.4 % 21.0 % 20.4 %

Automation Solutions revenues increased $46.0 million and $127.4 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024.

The increase in revenues in the three months ended September 28, 2025 was primarily due to increases in volume, higher copper pass-through pricing, favorable currency translation, and acquisitions of $32.5 million, $8.0 million, $5.1 million, and $0.4 million, respectively.

The increase in revenues in the nine months ended September 28, 2025 was primarily due to increases in volume, higher copper pass-through pricing, favorable currency translation, and acquisitions of $104.2 million, $17.6 million, $4.3 million, and $1.3 million, respectively.

Automation Solutions EBITDA increased $7.5 million and $32.6 million in the three and nine months ended September 28, 2025, respectively, from the comparable periods of 2024 primarily as a result of the increase in revenues discussed above, partially offset by an increase in strategic investments.

(2) Adjustments related to acquisitions and divestitures include fair value adjustments of acquired assets and a non-recurring gain related to an equity method investment.

Liquidity and Capital Resources

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The following table is derived from our 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)

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Cash and cash equivalents, end of period $ 272,151 $ 258,997

Net cash provided by operating activities increased to $194.5 million in the nine months ended September 28, 2025 from $177.4 million in the year ago period due to an increase in earnings, partially offset by unfavorable changes in operating assets and liabilities.

Net cash used for investing activities totaled $89.1 million in the nine months ended September 28, 2025 compared to $366.2 million in the year ago period.

Investing activities for the nine months ended September 28, 2025 included capital expenditures of $97.0 million, partially offset by cash from business acquisitions and asset sales of $7.7 million and $0.2 million, respectively.

Investing activities for the nine months ended September 29, 2024 included cash from business acquisitions of $295.5 million and capital expenditures of $70.8 million, partially offset by asset sales of $0.1 million.

The increase in capital expenditures is attributable to our continued investment in capitalized software and the expansion of manufacturing facilities.

Net cash used for financing activities totaled $170.4 million for the nine months ended September 28, 2025 compared to $84.8 million in the year ago period.

Financing activities for the nine months ended September 28, 2025 included $151.0 million of payments under our share repurchase program, including excise tax;

$50.0 million of payments on our revolving credit facility;

$20.5 million of payments related to share based compensation activities;

$6.0 million of cash dividend payments;

$3.2 million of debt issuance cost payments;

and $1.3 million of financing lease payments;

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

Financing activities for the nine months ended September 29, 2024 included $77.9 million of payments under our share repurchase program, $8.9 million of payments related to share based compensation activities, $6.2 million of cash dividend payments, and $0.7 million of financing lease payments, partially offset by $8.9 million of proceeds from the issuance of common stock under our Employee Stock Purchase Plan.

Our cash and cash equivalents balance was $314.3 million as of September 28, 2025.

Net cash used for operating activities was $18.7 million in the three months ended March 29, 2026 compared to a source of cash of $7.4 million in the year ago period.

Operating cash flows decreased $26.1 million compared to the year ago period due to unfavorable changes in operating assets and liabilities.

Growth in receivables contributed to higher cash usage in 2026 as compared to 2025 due to the increase in days sales outstanding from 60 days in Q1 2025 to 63 days in Q1 2026.

Net cash used for investing activities totaled $44.4 million in the three months ended March 29, 2026 compared to $24.2 million in the year ago period.

Investing activities for the three months ended March 29, 2026 included capital expenditures of $44.4 million.

Investing activities for the three months ended March 30, 2025 included capital expenditures of $32.2 million, partially offset by cash from business acquisitions and asset sales of $7.9 million and $0.1 million, respectively.

Net cash used for financing activities totaled $53.1 million for the three months ended March 29, 2026 compared to $96.8 million in the year ago period.

Financing activities for the three months ended March 29, 2026 included $535.9 million of payments under borrowing arrangements, $30.4 million of payments under our share repurchase program, $17.7 million of payments related to share based compensation activities, $8.6 million of debt issuance cost payments, $2.0 million of cash dividend payments, and $0.5 million of financing lease payments, partially offset by $537.3 million and $4.7 million of borrowings under credit arrangements and proceeds from the issuance of common stock under our Employee Stock Purchase Plan, respectively.

Financing activities for the three months ended March 30, 2025 included payments under our share repurchase program of $84.5 million, payments related to share based compensation activities of $13.7 million, cash dividend payments of $2.0 million, financing lease payments of $0.4 million, and proceeds from the issuance of common stock of $3.8 million.

Our cash and cash equivalents balance was $272.2 million as of March 29, 2026.

Of the total cash balance, $191.7 million was held outside of the U.S.

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tax rules and regulations as a result of the repatriation.

Our outstanding debt obligations as of September 28, 2025 consisted of $1,291.3 million of senior subordinated notes.

Our outstanding debt obligations as of March 29, 2026 consisted of $1,273.3 million of senior subordinated notes.

Additional discussion regarding our various borrowing arrangements is included in Note 8 to the Condensed Consolidated Financial Statements.

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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 2. Management’s Discussion and Analysis