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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-11 · 53 added, 18 removed, 118 unchanged (38% of the section changed)

9 unchanged sentences

Under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The audited financial statements of the Company included in this annual report on Form 10-K include the results of the acquisition of Enercon from its date of acquisition for accounting purposes.

Management's assessment of internal control over financial reporting for the year ended December 31, 2024 does not include an assessment of Enercon, a majority owned subsidiary of the Company that was acquired during the year ended December 31, 2024.

The financial statements of Enercon reflect total assets and net sales constituting 15.9% and 3.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Refer to Note 3, " Acquisition and Divestiture " for further discussion on the acquisition of Enercon.

Based on the Company's evaluation under the framework in Internal Control – Integrated Framework (2013) , the Company's management concluded that the Company's internal control over financial reporting was effective as of December 31, 2024 .

1 unchanged sentence

Changes in Internal Controls Over Financial Reporting

There has not been any change in our internal control over financial reporting during the three months ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other than the exclusion of Enercon from management’s assessment of internal control over financial reporting for the fiscal year ended December 31, 2024 as described above, there has not been any change in our internal control over financial reporting during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

13 unchanged sentences

The Registrant intends to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of its code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in paragraph (b) of Item 406 of the SEC’s Regulation S-K, by posting such information on the Registrant’s website, www.belfuse.com.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons.

The Company also follows procedures for the repurchase of its securities.

The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Executive Compensation

15 unchanged sentences

The Registrant incorporates by reference herein information to be set forth in the Proxy Statement that is responsive to the information required with respect to this Item 14.

Exhibit and Financial Statement Schedules

Exhibits and Financial Statement Schedules

(a) Documents filed as a part of this Annual Report on Form 10-K:

(1) Financial Statements (See Index to Consolidated Financial Statements in Item 8 of this Form 10-K).

(2) Financial Statement Schedules:

See Schedule II:

Valuation and Qualifying Accounts

(3) Exhibits (The exhibits listed in the accompanying Exhibit Index immediately following below are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K).

(b) Exhibits:

See Item 15(a)(3) as set forth above and the Exhibit Index below.

See Item 15(a)(2) as set forth above.

Share Purchase Agreement, dated as of September 19, 2024, by and among Bel Fuse Inc., Enercon Technologies Ltd., and the Shareholders of Enercon Technologies Ltd., is incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on September 24, 2024.

(i) Restated Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 filed on August 11, 1998 and (ii) the Certificate of Amendment to the Company’s Restated Certificate of Incorporation, is incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 filed on March 29, 2000.

1 unchanged sentence

(Adopted October 25, 2023), are incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 25, 2023.

Description of Securities, is incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 10, 2023.

Description of Securities.

2020 Equity Compensation Plan, as amended, is incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 12, 2020.

4 unchanged sentences

First Amendment Agreement, dated as of January 12, 2023, to Amended and Restated Credit and Security Agreement, dated as of September 2, 2021, by and among Bel Fuse Inc., as Borrower, KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and the other lenders identified therein, is incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 10, 2023.

Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023), by and among Bel Fuse Inc., as Borrower, KeyBank National Association, as Administrative Agent, Swing Line Lender and Issuing Lender, and the other lenders identified therein, is incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 10, 2023

Second Amendment Agreement, dated September 18, 2024, to Amended and Restated Credit and Security Agreement, dated as of September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 24, 2024.

Third Amendment Agreement, dated November 14, 2024, to Amended and Restated Credit and Security Agreement, dated September 2, 2021, by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, as amended, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Conformed Amended and Restated Credit and Security Agreement, dated as of September 2, 2021 (reflecting changes thereto pursuant to First Amendment Agreement dated as of January 12, 2023, Second Amendment Agreement dated as of September 18, 2024, and Third Amendment Agreement dated as of November 14, 2024), by and among Bel Fuse Inc., as the borrower, KeyBank National Association, as administrative agent, swing line lender and issuing lender, and the other lenders identified therein, is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

ISDA Master Agreement, by and between Bel Fuse Inc.

14 unchanged sentences

and Suzanne Kozlovsky, is incorporated by reference Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 10, 2023.

Offer Letter, dated November 27, 2023, and effective July 1, 2024 between Bel Fuse Inc.

and Steve Dawson, is incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed on July 31, 2024.

Shareholders’ Agreement, dated November 14, 2024, by and among Bel Power Solutions s.r.o., FF3 Holdings, L.P., and Enercon Technologies Ltd., is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Amended and Restated Employment Agreement, dated as of February 3, 2025, by and between Bel Fuse Inc.

and Farouq Tuweiq, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 7, 2025.

Letter Agreement Regarding Transition Services, dated as of February 3, 2025, by and between Bel Fuse Inc.

and Daniel Bernstein, is incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 7, 2025.

Letter Agreement Regarding Non-Executive Chairman Services, dated as of February 3, 2025, by and between Bel Fuse Inc.

and Daniel Bernstein, is incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 7, 2025.

Israeli Appendix to the Bel Fuse Inc.

2020 Equity Compensation Plan, is incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 18, 2025.

Bel Fuse Inc.

Policy on Insider Trading

Subsidiaries of the Registrant.

6 unchanged sentences

Bel Fuse Inc.

Compensation Recovery Policy.

Compensation Recovery Policy, is incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on March 11, 2024.

Inline XBRL Instance Document

8 unchanged sentences

† Management contract or compensatory plan or arrangement.

# Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Form 10-K Summary

4 unchanged sentences

President and Chief Executive Officer

March 11, 2024

February 28, 2025

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Bernstein and Farouq Tuweiq as his/her attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place, and stead, in any and all capacities, to sign and file any and all amendments to this Annual Report on Form 10-K, with all exhibits thereto and hereto, and other documents with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

2 unchanged sentences

President, Chief Executive Officer and Director

March 11, 2024

February 28, 2025

Daniel Bernstein

1 unchanged sentence

/s/ Peter Gilbert

March 11, 2024

February 28, 2025

Peter Gilbert

/s/ John Tweedy

March 11, 2024

/s/ David Valletta

February 28, 2025

David Valletta

/s/ Mark Segall

March 11, 2024

February 28, 2025

/s/ Eric Nowling

March 11, 2024

February 28, 2025

/s/ Vincent Vellucci

March 11, 2024

February 28, 2025

Vincent Vellucci

/s/ Thomas E.

March 11, 2024

February 28, 2025

/s/ Jacqueline Brito

March 11, 2024

February 28, 2025

Jacqueline Brito

1 unchanged sentence

Chief Financial Officer

March 11, 2024

February 28, 2025

Farouq Tuweiq

2 unchanged sentences

Vice President of Financial Reporting & Investor Relations

March 11, 2024

February 28, 2025

(Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures